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WNS INC. (CDNX-WNS)
NEWS RELEASE
For Immediate Release: April 29, 2002
Calgary, Alberta WNS SIGNS AGREEMENT TO ACQUIRE EMERGENT TECHNOLOGIES LTD. Calgary, April 29 - WNS Inc. ("WNS") today announced it has entered into an agreement to acquire Emergent Technologies Ltd. (“Emergent”), an information technology solutions company in the managed services and wireless space. Emergent’s wireless technology has been implemented and proven through its energy trading solutions for the natural gas and electricity markets, while its core IT infrastructure clients cover a number of industries in Western Canada. Pursuant to a binding termsheet, WNS will acquire the outstanding securities of Emergent from Agilis Corp., (a holding company controlled by Kevin Starozik), and the management team of Emergent (the “Vendors”). The Vendors are arm’s length to WNS. This transaction is subject to approval by the TSX Venture Exchange. “Emergent brings to WNS the ability to offer wireless access to our document management solutions, broadening our scope of proven document management technologies. By integrating Emergent’s business lines into our core offering, WNS will create the necessary economies of scale and synergy to continue providing the high level of focused expertise to all Emergent and WNS customers. Emergent’s client base of mid to large organizations is complementary to WNS and will provide significant strength to the combined organization’s sales efforts”, said Alykhan Mamdani. “Emergent’s solutions will augment the value provided to existing WNS customers by addressing their wireless and other IT infrastructure requirements underneath the applications and business processes currently served by WNS” said Grant Exner, President of Emergent, “while Emergent’s approach to collaborating with application solutions providers will enable the synergies between the two organizations to be translated into immediate benefit for the combined company’s clients”. According to Emergent’s unaudited financial statements for the fiscal year ended December 31, 2001, Emergent had assets of approximately $900,000, liabilities after conversion of certain payables (which have subsequently been converted to equity) of approximately $330,000, revenue of approximately $930,000 and a net loss of approximately $770,000. The parties anticipate closing of the acquisition to occur on or before May 3, 2002 (the “Closing Date”). The purchase price for the acquisition of Emergent is $499,000 and consists of the issuance of 750,000 WNS shares at a price of $0.40 and a deferred cash payment of $200,000 due when WNS completes its next round of financing in excess of $1,000,000. Additionally, the Vendors will be issued (i) 625,000 shares when six month trailing gross revenues from Emergent’s business lines (“Emergent Revenues”) exceed $1,500,000 on an annualized basis, within 18 calendar months of the Closing Date and (ii) 625,000 shares when six month trailing Emergent Revenues exceed $2,500,000 on an annualized basis, within 30 calendar months of the Closing Date. The Vendors will also be issued the right to acquire 500,000 additional common shares of WNS at $0.40 per share, at any point within six months of the Closing Date. About WNS Inc. WNS Inc. is a document management technology 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 TSX Exchange under the symbol WNS. For further information, please contact:
Mr. Alykhan Mamdani
Tel: (403) 265-9322
Fax: (403) 265-1336
E-mail: alykhan@wns.com
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this press release.
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