Company News Views CrossOff Completes CDI Acquisition By Newsdesk Mar 27, 2006 CrossOff Incorporated completed the previously announced acquisition of substantially all of the assets of Corinthian Colleges’ corporate training division, CDI Education. The operations of CDI Education will be merged with CrossOff’s training division, Polar Bear Corporate Education Solutions, the company described.   CDI Education provides corporate information technology (IT) and business skills training at 14 locations throughout Canada, and had revenues of approximately Cdn $37 million for the fiscal year ending June 30, 2005.   CrossOff paid the purchase price of Cdn $19 million in cash, which is subject to a working capital adjustment that is expected be made 90 days after-closing.   “Through the acquisition, the company will benefit from improvements not only to the revenue line, but the combined entity will recognize improved margins, reduced costs, and overall increased business efficiencies,” said Robert Sampson, Chairman of the Board. “The ability to maximize the utilization of resources represents the greatest potential with this acquisition, but also the greatest challenge.”   Donnie Snow, President & CEO added, “This acquisition provides us with the opportunity to take two well-run profitable companies and achieve significant improvements in every aspect of the business. Polar Bear is now the largest provider of corporate education training in Canada and is well positioned to better serve the needs of our customers and partners.”   According to IDC Canada, the corporate education market is estimated to be worth approximately Cdn $2 billion annually. The corporate education market is broken down into three disciplines, IT training, E-learning, and business skills training. In 2004, Canadian corporations spent approximately Cdn $750 million on IT Training, Cdn $250 million on E-learning, and approximately Cdn $970 million in Business Skills Training. Currently, business skills training provides the largest potential area for growth for CrossOff.   “This acquisition will allow Polar Bear to benefit from CDI’s expertise in project management and business skills training, products and services that will now be available to Polar Bear’s clients across the country,” added Snow.   The acquisition was financed through a term debt financing arrangement for gross proceeds of Cdn $20 million. The financing was secured through an investment group led by Wellington Financial LP which includes existing CrossOff investor VenGrowth Traditional Industries Fund Inc. and other VenGrowth managed funds, and certain Wellington Financial Fund II limited partners. As part of this financing, CrossOff has issued 12% Series C and Series D secured debentures having an initial term of 24 months. CrossOff maintains an option to extend the term for an additional twelve months, subject to CrossOff meeting certain financial conditions. As part of financing, CrossOff issued 16,666,667 warrants permitting debenture purchasers to acquire common shares of CrossOff at an exercise price of Cdn $0.24 per share purchase warrant for a period of five years.   In connection with this financing, Wellington Financial and VenGrowth have agreed to extend the term of the company’s Series A and Series B secured debentures in the aggregate principal amount of Cdn $5 million to match the initial two year term of the new debentures. The Series A and B debentures were originally scheduled to mature on January 6, 2006 subject to a six month extension under certain circumstances. In return, CrossOff has agreed to extend the term on 4,545,454 share purchase warrants with an exercise price of Cdn $0.22 per share which were issued with the Series A and Series B secured debentures. The new term on the 2,363,636 warrants held by Wellington Financial and 2,181,818 held by VenGrowth will match the 5 year term of the new warrants. The extension of the warrants will not be effective until 10 business days after its announcement, released in November, 2005.   Contemporaneous with the closing of the acquisition, CrossOff also welcomed three new members to its Board of Directors subject to regulatory approval: Peter Carrescia, Graham McBride and Kenneth B. Rotman. Messers Carrescia and McBride are representatives of VenGrowth Capital Partners, and Mr. Rotman is a representative of Wellington Financial.   About CrossOff CrossOff is a Canadian based services company operating in the areas of corporate training and consulting as well as anti-counterfeiting and brand protection. CrossOff is considered as one of Atlantic Canada’s leading corporations having been awarded one of Progress Magazine’s Top 101 Companies the past five years running. CrossOff is traded on the Toronto Stock Exchange under the ticker symbol OFF. More information is available on the company’s website at www.crossoff.com.   About Polar Bear Corporate Education Solutions Polar Bear Corporate Education Solutions, a CrossOff company, is now Canada's largest corporate training providers with offices in every province and major city coast to coast. With more than 25 years experience in the design and delivery of technology and management training, Polar Bear offers integrated learning methodologies designed to meet the needs of Canadian businesses. More information is available on the company's website at www.polarbear.com.   About CDI Corporae Education CDI Education is Canada's largest provider of workplace learning solutions. CDI provides programs for individuals at all levels of an organization including project managers, business analysts, IT specialists and senior executives. CDI works with some of Canada's top organizations to identify, design, deliver, and manage learning solutions that support their business objectives.   The following statement applies to CrossOff: This press release may contain forward-looking statements regarding, among other things, anticipated revenues, earnings and profitability for 2005 and beyond. Such statements involve known and unknown risks, uncertainties, and other factors outside management’s control that could cause actual results to differ materially from those expressed in the forward-looking statements. The statements are not a guarantee of future performance and readers are cautioned not to place undue reliance on forward-looking statements. The Company does not assume responsibility for the accuracy and completeness of the forward-looking statements. © Copyright 2004 Real World Networks Biz. All Rights Reserved.