iWeb Communities: Blog

Montreal, February 20^th, 2012 – iWeb has confirmed that Bruce Knooihuizen, until recently Chief Financial Officer of Rackspace, has joined its Board of Directors.

“We are very happy with the addition of Bruce Knooihuizen to our Board of Directors, his experience in building some of the most successful and profitable cloud and telecom infrastructures will add depth to an already strong management team,” says Eric Chouinard, iWeb’s CEO and co-Founder. “Just as importantly, Bruce shares our values and our vision for the future of the industry. He understands what we are building, here at iWeb, and has decided to get involved at a pivotal time.”

iWeb will announce an important Cloud Infrastructure Service offering in the spring of 2012.

A veteran of the telecommunications Industry since 1980, Bruce was named CFO of Rackspace in 2008, and played a key role in taking the Company public on the New York Stock Exchange (NYSE:RAX) later that year, in what was the biggest IPO in the history of Internet Hosting Industry. At the time of his departure, Rackspace had seen its value grow to nearly $4.9 Billion USD. Prior to that, Bruce had overseen the growth of Dobson Communications Corporation, in Oklahoma City. Valued at nearly $5 Billion USD at the time of its sale to AT&T, Dobson’s revenues had grown from $34 million to a $1.4 Billion.

“Understandably, we’re thrilled to be able to count on Bruce’s experience, knowledge and intuition!” summarizes iWeb’s enthusiastic CEO.

About iWeb

iWeb is one of the largest providers of dedicated server hosting and management in Canada. Serving more than 20,000 customers in 150 countries, iWeb is recognized internationally for high quality infrastructure and competitive pricing. Based in Montreal, iWeb’s operations include a head office on Nun’s Island and four data centres encompassing 90,000 square feet of latest-generation technology.

Contact :

Bernard Dahl
Media Relations / Public Relations
514-762-6468
bernard@presentis.ca

Several media outlets have recently published articles based on a report from the Citizen Lab organization, which can be found here: http://citizenlab.org/wp-content/uploads/2011/11/canadian_connection.pdf

The report, entitled “The Canadian Connection: An investigation of Syrian government and Hezbullah web hosting in Canada” highlights a very important issue, providing a summary of what has become a complex problem for the web hosting industry.

The Canadian government has enacted regulations that restrict Canadian firms such as iWeb from doing business with certain foreign individuals and entities. iWeb is committed to strict compliance with these laws and continues to monitor its compliance.

In 2008, iWeb inadvertently hosted two websites affiliated with Hezbollah. When iWeb learned of the websites’ affiliation, it cancelled its web hosting services.

Canada has enacted targeted sanctions against certain Syrian government entities and individuals. Canada has not enacted a broad embargo against doing business with Syria.

The Citizen lab report identified a number of Syrian government entities for which the internet address resolves directly or indirectly to iWeb. With one exception, none of the listed entities are subject to Canadian sanctions. The exception is Addunia T.V. which was listed as a sanctioned entity on October 3, 2011. iWeb has not provided any services directly to Addunia T.V. and is investigating whether its facilities have been used by one of its customers for the benefit of Addunia T.V. without its knowledge. iWeb will be taking all appropriate steps in light of its findings.

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Please send any questions to:
communications@iweb.com

Several media outlets have recently published articles based on a report from the Citizen Lab organization, which can be found here: http://citizenlab.org/wp-content/uploads/2011/11/canadian_connection.pdf

The report, titled “The Canadian Connection: An investigation of Syrian government and Hezbullah web hosting in Canada” highlights a very important issue, providing a summary of what has become a complex problem for the web hosting industry. We support any initiative that helps bring clarity to the issue. The following is iWeb’s take on the report (iWeb also issued an official press release on the matter). (more…)

MONTREAL, May 3 /CNW Telbec/ – Following the execution of a non-binding proposal on March 4, 2011, iWeb Group Inc. (TSXV: IWB) (“iWeb”), a global provider of Internet hosting services and IT infrastructure, announces today that it has entered into a merger agreement (the “Merger Agreement”) with 7807201 Canada Inc. (the “Purchaser”) and 7807210 Canada Inc. (“Newco”), two corporations controlled directly or indirectly by Novacap Technologies III, L.P., Caisse de dépôt et placement du Québec and an investment vehicle affiliated with Bank Street Capital Partners and certain of their affiliates, in order to effect an amalgamation of iWeb with Newco (the “Amalgamation”).

Pursuant to the Amalgamation, each holder (the “Shareholders”) of common shares of iWeb, except for part of or all of the common shares held by the Principal Shareholders (as defined below) and FONDACTION (as defined below), will receive one redeemable preferred share (an “Amalco Redeemable Share”) of the amalgamated company (“Amalco”) for each common share held immediately prior to the Amalgamation. Each Amalco Redeemable Share will be redeemed immediately upon the Amalgamation for a cash consideration of $1.50 (the “Redemption Price”). The Redemption Price to be received by the Shareholders under the Amalgamation represents a premium of 45.6% and of 31.5% to the volume weighted average trading price of the common shares on the TSX Venture Exchange (the “TSXV”) for the respective 60 and 20 days ending on March 3, 2011, being the trading day prior to the announcement of the non-binding proposal review process. The transaction, which values iWeb’s equity at approximately $47 million, will be implemented by way of an amalgamation under the Canada Business Corporations Act and is subject to customary conditions precedent, including approval of the Amalgamation by the Shareholders.

Under the Merger Agreement, iWeb has agreed not to solicit competing acquisition proposals but has retained the ability to consider unsolicited acquisition proposals which the board of directors of iWeb (the “Board”) believes, in the exercise of its fiduciary duties, constitute or could reasonably be expected to lead to a superior proposal and to make a change of recommendation in the event of a superior proposal, subject to the Purchaser’s right to match, and payment of a break-fee of $3 million. Expenses of the Purchaser incurred in connection with the Amalgamation (not to exceed $700,000) shall be paid by iWeb should, among others, the required number of votes of the Shareholders (as more fully described below) not be obtained.

Éric Chouinard, Martin Leclair and Robert Brouillette (the “Principal Shareholders”) holding, in the aggregate, 18,321,349 common shares, representing approximately 63.48% of the currently outstanding common shares of iWeb, have agreed, pursuant to support and voting agreements with the Purchaser, to irrevocably support and vote in favour of the Amalgamation. Pursuant to their support and voting agreements, the Principal Shareholders cannot agree to or contemplate any competing transaction until 120 days from the date of the Merger Agreement in accordance with its terms.

Various other Shareholders of the public holding, in the aggregate, 2,311,161 common shares, representing approximately 8,01% of the currently outstanding common shares, have also agreed, pursuant to support and voting agreements with the Purchaser, to irrevocably support and vote in favour of the Amalgamation. Pursuant to their support and voting agreements, such shareholders cannot agree to or contemplate any competing transaction until 120 days from the date of the Merger Agreement in accordance with its terms.

Finally, Messrs. Martin Cauchon and Daniel Leclair, members of the Board’s special committee (the “Special Committee”) holding, in the aggregate 133,000 common shares of iWeb, have agreed, pursuant to support and voting agreements with the Purchaser, to support and vote in favour of the Amalgamation. Pursuant to their support and voting agreements, such shareholders cannot agree to or contemplate any competing transaction unless the Merger Agreement is terminated or if the Board approves or recommends or publicly proposes to or publicly states that it intends to approve or recommend another acquisition proposal.

As part of the transactions contemplated in the Merger Agreement, the Principal Shareholders and Fondaction, le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi (“Fondaction”) will exchange, immediately prior to the Amalgamation, part or all, as the case may be, of their common shares of iWeb for shares of the Purchaser.

The Amalgamation was considered at length by the Board and was approved unanimously thereby (with Messrs. Chouinard, Leclair and Brouillette abstaining) following the report and a favourable unanimous recommendation of the Special Committee comprised of three independent members of the Board, namely René Bousquet (Chair), Martin Cauchon and Daniel Leclair. In doing so, the Board determined that, without consideration as to the interests of the Principal Shareholders and Fondaction, the Amalgamation is fair to the remaining Shareholders (the “Public Shareholders”), and in the best interests of iWeb, and authorized the submission of the Amalgamation to the Shareholders for their approval. The Board has also determined unanimously (with interested directors abstaining) to recommend to the Public Shareholders that they vote in favour of the Amalgamation.

In making their respective determinations, the Board and the Special Committee considered, among other things, a fairness opinion from ModelCom Inc. (“ModelCom”) to the effect that, as of May 3, 2011, and based upon and subject to the limitations, assumptions and qualifications contained therein, the Redemption Price is fair, from a financial point of view, to the Public Shareholders. A copy of the fairness opinion will be included in the management information circular that will be sent to the Shareholders in connection with the special meeting of Shareholders to consider the Amalgamation which is expected to take place in Montréal on June 13, 2011. Copies of the management information circular, the Merger Agreement, the amalgamation agreement, the support and voting agreements and certain related documents will be filed with Canadian securities regulators and will be available on SEDAR at www.sedar.com as part of iWeb public filings. The management information circular in connection with the special meeting of Shareholders to consider the Amalgamation is expected to be mailed to Shareholders in the coming days.

Furthermore, the Board considered the following reasons for its recommendation:

Significant Premium

The Redemption Price to be received by the Shareholders under the Amalgamation represents a premium of 25% over the closing price of $1.20 per share on March 3, 2011, and a premium of 45.6% and 31.5% respectively, over the 60-day and 20-day volume weighted average trading price on the TSXV for the periods ended on March 3, 2011, being the last trading day prior to iWeb’s announcement of its receipt of a non-binding offer from Novacap.

Extensive Review Process

In the course of the last months, the Board and iWeb’s management initiated a number of actions to identify and assess strategic and financial options available to iWeb for delivering its business plan and maximizing shareholder value. To assist iWeb in this process, the Board retained the services of DH Capital Partners Inc. During its mandate, the Special Committee reviewed each of these options in light of the proposed Amalgamation.

Realize Immediate Value and Liquidity and All-Cash Consideration

The all-cash consideration offered in the Amalgamation permits the Shareholders to immediately realize fair value without incurring the inherent risks of iWeb’s business plan or the risks of the market volatility inherent in technology stocks generally. iWeb’s shares are thinly traded and the Amalgamation provides immediate liquidity to all Shareholders.

Fairness Opinion

ModelCom provided the Board and the Special Committee with a written opinion to the effect that, as of May 3, 2011, and based upon and subject to the limitations, assumptions and qualifications contained therein, the consideration to be received by the Shareholders under the Merger Agreement is fair, from a financial point of view, to the Public Shareholders.

Strong Support from Shareholders

Shareholders which beneficially own, directly or indirectly, or exercise control or direction over, in the aggregate, 20,826,310 common shares of iWeb as at May 3, 2011, which represent approximately 72.16% of the outstanding common shares of iWeb, have expressed their intention, under the support and voting agreements, to vote in favour of the Amalgamation. These Shareholders include members of iWeb’s management, its founders, members of the Special Committee and various Public Shareholders.

Reasonableness of the Merger Agreement

The terms and conditions of the Merger Agreement were reviewed by the members of the Special Committee in consultation with its legal advisors and were determined to be fair and reasonable in the particular circumstances of the Amalgamation. Such terms and conditions are the result of arm’s length negotiations between iWeb and the Purchaser. The Special Committee has been kept informed of the negotiations at all times and had the opportunity to provide its comments to the parties.

Low Execution Risk

There are no regulatory issues which are expected to arise in connection with the Amalgamation and prevent its completion. The Amalgamation is not subject to further due diligence on the part of the Purchaser.

Ability to Respond to Superior Proposals

Under the Merger Agreement, the Board maintains the ability to consider and respond, in certain circumstances and in accordance with its fiduciary duties, to unsolicited proposals that would be more favourable to Shareholders from a financial point of view than the Amalgamation. The termination fee payable to the Purchaser in certain circumstances involving superior proposals is, in the Board’s judgment, reasonable in the context of break-up fees negotiated in other transactions and the particular circumstances of the Amalgamation.

BCF LLP is acting as legal counsel to iWeb and Jarry Bazinet is acting as legal counsel to the Special Committee. Fasken Martineau DuMoulin LLP is acting as legal counsel to the Purchaser. Gowling, Lafleur, Henderson LLP is also acting as legal counsel to Caisse de dépôt et placement du Québec and Goodwin Procter LLP is acting as legal counsel to BSCP IW Holdings, LLC. ModelCom is acting as financial advisor to the Special Committee.

Subject to receiving the required Shareholder approval and the satisfaction of the other customary conditions, it is anticipated that the Amalgamation, if approved by the Shareholders, will be completed shortly after the special meeting of Shareholders and that full payment of $1.50 per share will be effected at that time.

About iWeb

iWeb provides Internet hosting services and IT infrastructure to more than 24,000 customers in 150 countries. With its four data centers, iWeb’s total capacity has reached 34,000 dedicated servers, over 1,100 co-location cabinets and 77 Gigabits per second (Gbps) of Internet connectivity, from 9 separate providers.

One of Canada’s 100 fastest growing companies according to PROFIT Magazine, iWeb now generates more than 60% of its revenues, which reached US$29 millions in 2010, from abroad. Founded in 1996 in Montreal, iWeb shares are traded on the TSXV under the symbol “IWB”.

About Novacap

With over $750 million in assets under management, Novacap is one of Canada’s leading private equity and venture capital firms. Since 1981, its partnership strategy has helped over 50 companies accelerate growth and maximize value. Novacap is one of North America’s top private equity firms, with first-quartile returns in North America.

About Caisse de dépôt et placement du Québec

The Caisse de dépôt et placement du Québec is a financial institution that manages funds primarily for public and private pension and insurance plans. As at December 31, 2010, it held $151.7 billion in net assets. As one of Canada’s leading institutional fund managers, the Caisse invests in major financial markets, private equity and real estate.

About Bank Street Capital Partners

Bank Street Capital Partners is a private equity fund focused on growth equity, acquisition finance, and special situations for small and mid-size growth companies in the Communications, Media and Technology sectors. Bank Street Capital Partners is led by a senior investment team that has originated, structured, and executed more than 1,000 financial and strategic transactions during the course of their careers. Bank Street Capital Partners leverages the extensive resources of The Bank Street Group.

Forward-Looking Statements

Except for historical information provided herein, this press release contains “forward-looking statements” within the meaning of the applicable securities legislation regarding the proposal to privatize iWeb, including the statement regarding the terms of the proposed transaction. Therefore, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of iWeb to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements in this press release. These risks and uncertainties include, but are not limited to, the satisfaction of the conditions to consummate the Amalgamation, including the approval of the Amalgamation Resolution by the Shareholders, the occurrence of any event, change or other circumstances that could give rise to termination of the Merger Agreement, a delay in the consummation of the Amalgamation or failure to complete the Amalgamation for any other reason, the amount of the costs, fees, expenses and charges related to the Amalgamation, and the risks associated with general economic conditions. The forward-looking statements in this press release are made as of the date of this press release and, except as required by law, iWeb disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information or future events.

For further information:
Philip Tousignant
Chief Financial Officer
iWeb Group Inc.
(514) 286-4242 ext. 2149
ptousignant@iweb.com

Stéphane Jose
Communications officer
(514) 286-4242 ext. 2114
sjose@iweb.com

Montreal, Quebec, August 24, 2010 – iWeb Group Inc. (TSX-V : IWB) (« iWeb » or the « Company »), a provider of IT infrastructure and Internet hosting services to clients in 150 countries, announced its results for the third quarter of 2010.

Financial highlights for 2010 third quarter:

• Revenues increased to $7.5M, from $7.2M in Q3 2009
• $2M Adjusted EBITDA, or 27% of revenue
• Operating loss of $152,000, down from an operating profit of $261,000 one year prior
• Net loss of $645,000, compared to net earnings of $1M in Q3-2009, due mostly to exchange rate variations on long-term debt in USD

“iWeb has been pursuing several key operational targets throughout the third quarter, like the reorganisation of many internal technological resources and securing the financing for ongoing projects”, said Eric Chouinard, President and Chief Executive Officer of iWeb, adding that “many important technological developments, related to iWeb’s new data center in Montreal, have been deployed during the quarter. iWeb expects the results of these developments to act as a catalyst for its return to growth” added the Company’s cofounder, named to “Canada’s Top 40 Under 40^TM” in June, a recognition of his accomplishments with iWeb. Continue reading »

Montreal, Quebec, August 24, 2010 – iWeb Group Inc. (TSX-V : IWB) (« iWeb » or the « Company »), a provider of IT infrastructure and Internet hosting services to clients in 150 countries, announced its results for the third quarter of 2010.

Financial highlights for 2010 third quarter:

• Revenues increased to $7.5M, from $7.2M in Q3 2009
• $2M Adjusted EBITDA, or 27% of revenue
• Operating loss of $152,000, down from an operating profit of $261,000 one year prior
• Net loss of $645,000, compared to net earnings of $1M in Q3-2009, due mostly to exchange rate variations on long-term debt in USD

“iWeb has been pursuing several key operational targets throughout the third quarter, like the reorganisation of many internal technological resources and securing the financing for ongoing projects”, said Eric Chouinard, President and Chief Executive Officer of iWeb, adding that “many important technological developments, related to iWeb’s new data center in Montreal, have been deployed during the quarter. iWeb expects the results of these developments to act as a catalyst for its return to growth” added the Company’s cofounder, named to “Canada’s Top 40 Under 40^TM” in June, a recognition of his accomplishments with iWeb.

Key Financial Data (in thousands, except “per share” amounts)

1- The Company defines Adjusted EBITDA as Earnings before interest expenses, income taxes, depreciation and amortization, stock-based compensation, unrealized exchange gain/loss, loss on write-off of assets and straight-line amortization of rental expense.

Third Quarter 2010 Financial Review:

Revenues increased 4% to $7.5M from $7.2M during the same quarter of 2009. Using the 2009 USD/CAD exchange rates, revenues would have increased 18% to $8.5M.

Adjusted EBITDA is $2M, representing 27% of revenues for the quarter, compared to $1.6M (23% of revenue) for Q3 2009.

Decrease in operating profit (loss of $152,000 in Q3-2010) compared to Q3-2009 is mainly explained by the rental expense of the new data center and a less favorable impact of the exchange rate variations between the USD and the CAD, on the Company’s operations.

Compared to the net profit of slightly over $1M reported for Q3 2009, the Company reports a net loss of $645,000 for this quarter. The variation between the quarters is mostly attributable to the changes in the rate of conversion of the long-term debt in USD that must be converted to CAD for reporting purposes, while the balance is attributable to the operating loss.

Complete interim financial statements and Management’s Discussion and Analysis (MD&A) of the Company are available on iWeb’s investor web site (http://investors.iweb.com) and SEDAR (http://www.sedar.com).

About iWeb Group Inc. (iWeb.com)

iWeb.com is a worldwide provider of Internet hosting services and IT Infrastructure, and one of Canada’s 100 fastest growing companies according to PROFIT Magazine. From 2004 to 2009, the Company’s compounded annual growth rate has been above 75%. With the opening of its fourth secured data center in Montreal, iWeb’s capacity will near 35,000 dedicated servers.

Founded in 1996 in Montreal, iWeb now generates more than 60% of its revenues from abroad; and employs over 185 full-time employees providing Dedicated Server Hosting, Co-location and Web Hosting services to more than 22,000 customers in 150 countries. iWeb’s shares are listed on the TSX Venture Exchange (TSX-V: IWB).

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For more information:

Philip Tousignant

iWeb Group Inc.

Chief Financial Officer

(514) 286-4242 ext. 2149

ptousignant@iweb.com

Bernard Dahl

Presentis

Investor Relations / Media Relations

(514) 802-2801

bernard@presentis.ca

iWeb is proud to be a valued sponsor of the 2010 FTW! Coding Competition “For the Web, For the Win!”, a competition all about driving open source web applications on Windows web platform!

What is The FTW! Coding Competition?

FTW! is where the best and brightest Canadian web developers go toe-to-toe to develop the next great Canadian Web App. How can you participate? Simply code or port a web application onto Windows/IIS or Windows Azure. That’s it, that’s all. All applications that fall into any of the following categories, and are on Windows/IIS or the Windows Azure Cloud are eligible.

Compete in the following categories:

• PHP Application: (PHP on Windows+IIS or PHP on Windows Azure)
• Windows Azure Application: (Any Language: .Net, PHP, Ruby, Python…)
• Open Data Application: (Use of Open Data Catalogues on Windows or Windows Azure on Any Language)

What could you win?

Along with an awesome grand prize worth fighting for (Dell Office Computer Make Over), the FTW! Coding Competition not only grants the winner bragging rights as one of Canada’s top web developers, but awards two runner-ups with top of the line Dell prizes as well. Once the hard work is done, a panel of industry judges will choose three finalists to battle it out for the grand prize at the “Make Web Not War” conference on May 27th in Montreal!

How can you register?

If you want more information on how to register to the competition please visit: http://www.webnotwar.ca/ftw/

See you at the finals in Montreal!

iWeb  announced its financial results for the first quarter ended December 31, 2009.

First Quarter Financial Highlights:

• Revenues increased to $7.2 million from $6.1 million, up 19% compared to the same quarter of the previous fiscal year
• Adjusted EBITDA of $2.1 million during the first quarter; 28.4% of revenue
• Net income increased to $180,000 compared to the $1,248,000 loss reported a year ago
• Fourth data center confirmed with a total capacity of 20,000 servers

“Revenue growth for this quarter, nearly 20%, reflects our strong position in the IT infrastructure market,” said Eric Chouinard, President and CEO, adding that “the Company’s focus is on the consolidation of its substantial growth over the past 5 years. The fourth data center, announced in January 2010, along with its additional capacity of 20,000 servers, will give us tools to continue our growth.

For more informations, read the integral version of this quarterly results

iWeb is pleased to announce the appointment of Mr. René Bousquet as a director of iWeb.

“We are proud that René Bousquet has accepted to be a director of the Company. His past experience, especially in executive positions, as the person responsible for finance, for marketing and then as president of a major telecommunication company will bring us new ideas and reinforce our existing marketing team. In addition, René will be the president of a new board of directors’ committee, the Strategy Committee.” says Eric Chouinard, iWeb’s President and CEO.

For more information, read the integral version of this announcement.