Descartes Systems to acquire Visual Compliance
Descartes Systems Group announced that it has signed a definitive agreement to acquire the businesses run by the Management Systems Resources group of companies operating under the names "Visual Compliance," "eCustoms" and "MSR". Visual Compliance provides software solutions and services to automate customs, trade and fiscal compliance processes, with a focus on denied and restricted party screening processes and export licensing. Descartes has agreed to acquire Visual Compliance for approximately CA$330M, o r approximately $250M, including working capital acquired. The transaction is structured as a combination of asset and share purchases. Descartes will partially satisfy the purchase price by issuing approximately CA$12M, or approximately $9M, in Descartes common shares to individuals receiving proceeds from the transaction including members of management, with the exact number of shares to be determined at closing using the weighted average closing price of Descartes' shares for a period before the closing date. The balance of the purchase price, approximately $241M will be satisfied in cash, primarily drawn from Descartes' amended and expanded revolving credit facility. The transaction is expected to close in February and is subject to customary closing conditions, including stock exchange approval for the issuance of shares.