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WNS INC. (CDNX-WNS)
NEWS RELEASE
For Immediate Release: December 19, 2001
Calgary, Alberta WNS AQUIRES DEINES IMAGING;
STRENGTHENS CROSS CANADA PRESENCE Calgary, December 19 - WNS Inc. ("WNS") is pleased to announce it has entered into an agreement to acquire Deines Imaging, a company with offices across Western Canada specializing in the document imaging, microfilming and records management business. Pursuant to the agreement, WNS will acquire 100% of the shares and outstanding debt of Deines Micro-Film Services Ltd., operating as Deines Imaging (“Deines”) from DMSL Holdings Ltd. (the “Vendor”), a company controlled by Wayne and Elaine Deines. The Vendor is arms length to WNS. This transaction is subject to approval by the Canadian Venture Exchange Inc. According to Deines’ unaudited financial statements for the fiscal year ended June 30, 2001, after adjusting for the debt acquired by WNS pursuant to this transaction, Deines had assets of approximately $1,430,000, liabilities of approximately $730,000, revenue of approximately $4,500,000, and net income of approximately $140,000. Prior to amortization and management bonuses relevant to private companies totaling $200,000, cash flow from operations was approximately $340,000. A key component of WNS’ document management solutions is the capability of converting paper documents into digital forms more efficient to store and easier to access. The acquisition of Deines will expand WNS’ presence across Canada, providing additional imaging and conversion bureaus in Vancouver, Calgary, Edmonton, Regina and Winnipeg. WNS’ employee base will increase to approximately 300 and attain the critical mass to deliver large scale document management solutions nationally. WNS has four core competencies – Document Imaging, Document Management, Application Development & Support and Business Process Modeling. The key to WNS’ internal growth model has been the demonstrated ability to leverage document imaging work into providing document management solutions. WNS’ acquisition strategy is based on the identification and acquisition of key players within these particular core competencies with a view to leveraging their client base into WNS’ other core competencies. Deines’ client base includes some of Canada’s leading financial institutions, municipalities, educational institutions, engineering firms, large oil and gas companies, and hospitals. Deines’ existing client base will expand WNS’ strong presence in the Canadian financial services sector and provide access to new clients in the Oil and Gas and Healthcare industries. Both areas have been identified by WNS as significant growth opportunities in the Document Management space. “The acquisition of Deines provides WNS with a strong market presence in both new geographic territories and market sectors. Deines’ service bureau presence in Calgary, Vancouver, Winnipeg and Regina enables WNS to significantly reduce the time required to execute its existing business strategy. It has become apparent to WNS that document management is a key area identified by mid to large sized corporations and the government in addressing cost savings, productivity, profitability and competitiveness. Our national presence, broad client base in different market sectors, critical mass, proven delivery capability and continued profitability will ensure we emerge as a market leader in the document management sector,” said Alykhan Mamdani, President & CEO of WNS. “Combining our forces with WNS will offer our customers a broader end to end solution while maintaining our service commitment to our long term customer base,” said Wayne Deines, President and CEO of Deines. As part of the acquisition of Deines, Wayne Deines will join WNS as Vice-President, Document Imaging and will lead all of WNS’ document imaging services across Canada. The WNS purchase price for the acquisition of Deines is $1,800,000 and consists of a cash payment of $800,000, an issuance of 600,000 WNS shares at a price of $0.50 for a total of $300,000, issuance of a Convertible Debenture to the Vendor for $500,000, and $200,000 of term debt payable over 18 months. The Convertible Debenture bears interest at a rate of 5% per annum with interest payable quarterly and will mature December 31, 2004. The principal and interest outstanding on the Convertible Debenture is convertible at the option of the holder into common shares of WNS at the lower of $1.50 per common share or the 10 day average weighted trading price of the common shares as traded on CDNX prior to the date of conversion, provided that such conversion price will not in any event be less than $1.00 per share. In connection with the issuance of the Convertible Debenture, the Vendor will also be issued warrants by WNS to purchase 250,000 common shares of WNS at an exercise price of $1.50 per common share for not less than 2 years from the closing date of the transaction. The parties anticipate closing of the acquisition to occur on or before January 15, 2002. About WNS Inc. WNS Inc. is an e-business and document management solutions provider. WNS provides senior level consulting services necessary to develop, implement and support a successful business solution to address document management requirements. The diverse range of solutions include professional services, expertise in software development, third party applications, industry proven hardware, network management, and infrastructure support. WNS’ aggressive growth strategy consists of marketing its products and services throughout North America and targeting select acquisitions. WNS’ shares trade on the Canadian Venture Exchange under the symbol WNS. About Deines Imaging Deines Imaging has been providing imaging services to Western Canada for over 25 years. Deines uses the latest in document management technology to capture and index customers’ records which range from medical records, insurance claims, engineering drawings, computer records to extensive correspondence and allow for easy retrieval. As a service provider, Deines addresses various issues such as storage, efficiency, accessibility, security, distribution and archivability to suit their clients’ needs.
For further information, please contact:
Mr. Alykhan Mamdani - President and CEO, WNS Inc.
Tel: (403) 265-9322
Fax: (403) 265-1336
E-mail: alykhan@wns.com
Subsequent Event Note: This acquisition was not completed. Please refer to the company's press release dated May 6, 2002.
The Canadian Venture Exchange Inc. has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.
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