Business Services Industry
BCE Emergis Proposing to Change its Name to Emergis
Business Wire, Nov 4, 2004
MONTREAL -- BCE Emergis Inc. (TSX:IFM) today announced that its Board of Directors is proposing to change the name of the Company to "Emergis Inc.", following BCE's divestiture of its interest in BCE Emergis earlier this year. The Company's shareholders are invited to vote on a resolution for the change at a special meeting to be held in Montreal on December 1, 2004. Two other items- a reduction in the Company's stated capital account for common shares, and the approval and ratification of a shareholder rights plan - will also be submitted to a shareholder vote at the meeting. Shareholders will receive details of the three proposed resolutions in the Management Proxy Circular for the meeting which is being mailed out today.
"We consider this name change to be the best option to convey the proper balance of continuity and renewal," said Francois Cote, President and Chief Executive Officer of BCE Emergis. Our analysis has shown that the brand name Emergis carries considerable positive equity and credibility in the marketplace, which we will obviously want to leverage going forward. We are sending a signal to our stakeholders that the Company is building on existing assets. The sense of renewal will emanate from the new visual identity."
Should the name be approved by shareholders as planned, BCE Emergis will take advantage of the change to replace its ticker symbol "IFM", under which its shares are currently listed, with "EME".
The new corporate visual identity will be made public on December 1, and the new ticker symbol will be used shortly after the Company's new name becomes effective.
Reduction in stated capital and shareholder rights plan A reduction in the stated capital account for common shares to an aggregate amount of $1 is also proposed to shareholders to address limitations under the governing statute of the Company, and to give the Board of Directors the flexibility needed to manage the capital structure of the Company in the future. No cash distribution is proposed in connection with this reduction in the stated capital at this time and no decision has been made with respect to any future distributions to shareholders or to any share repurchases. If approved by shareholders, this reduction will be reflected in the Company's December 31, 2004 balance sheet as a reduction in the stated capital stock account and as an increase in the contributed surplus account, both appearing under "shareholders' equity", and will therefore not affect the total amount of shareholders' equity.
Under applicable stock exchange rules, shareholders will also be asked to ratify the shareholder rights plan, which was approved by BCE Emergis' Board of Directors and has been in effect since June 16, 2004. The plan was adopted to provide adequate time to properly assess to any unsolicited takeover bid for the Company and also, where appropriate, give the Board of Directors sufficient time to pursue other alternatives for maximizing shareholder value.
About BCE Emergis
BCE Emergis Inc. is a leading North American eBusiness company. Its operations consist of supplying eBusiness solutions to the North American financial services and Canadian health care industries, automating transactions between companies and allowing them to interact and transact electronically. Its leading solutions are centred on claims, loans and payments processing.
BCE Emergis customers include leading Canadian health insurers, top U.S. banks, the top six Canadian banks and a number of North America's largest enterprises. The Company's shares (TSX: IFM) are included in the S&P/TSX Composite Index.
Certain statements made in this press release are forward-looking and are subject to important risks, uncertainties and assumptions. The results or events predicted in these forward-looking statements may differ materially from actual results or events. These statements do not reflect the potential impact of any non-recurring items or of any dispositions, monetizations, mergers, acquisitions, other business combinations or other transactions that may be announced or that may occur after the date hereof. Other factors that could cause results or events to differ materially from current expectations include, among other things: general economic factors, adoption of eBusiness, adoption rate of our solutions by customers, response to industry's rapid pace of change, competition, operating results, success of U.S.-based operations, the change in control following the exchange of BCE Inc.'s subscription receipts for common shares, integration of past acquisitions, failure or material change in our strategic relationships, including our relationship with Bell Canada, exposure under contract indemnities, defects in software or failures in the processing of transactions, security and privacy breaches, key personnel, protection of intellectual property, intellectual property infringement claims, integrity of public key cryptography technology, and industry and government regulation. For additional information with respect to certain of these and other factors, refer to BCE Emergis Inc.'s Annual Report (Management Discussion and Analysis) and the BCE Emergis Inc. Annual Information Form (Risks and Uncertainties) filed with the Canadian securities commissions.
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