8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 22, 2018

EDGEWATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-20971	71-0788538
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

200 Harvard Mill Square, Suite 320

Wakefield, Massachusetts 01880

(Address of Principal Executive Offices)(Zip Code)

Registrant’s telephone number, including area code: (781) 246-3343

(Former name or former address, if changed since last report) N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 8.01 Other Events.

Filing of Supplement to Prospectus/Proxy Statement. On October 23, 2018, Alithya Group Inc. (“Alithya”) and Edgewater Technology, Inc. (“Edgewater”) jointly issued a press release announcing that (i) Alithya Group inc. (f/k/a 9374-8572 Québec Inc.), a newly-formed holding company (“New Alithya”) and Edgewater have each filed with U.S. Securities and Exchange Commission (“SEC”) a supplement dated October 23, 2018 (the “Supplement”) to the prospectus/proxy statement dated September 28, 2018 (the “Prospectus/Proxy Statement”) of New Alithya, which also serves as an Edgewater proxy statement for the special meeting of Edgewater stockholders that has been called to be held on October 29, 2018 (the “Special Meeting”). At the Special Meeting, the Edgewater stockholders will be requested to approve a proposed business combination under which each of Edgewater and Alithya Group, Inc. (“Alithya”), will become a wholly owned subsidiary of New Alithya.

New Alithya previously filed with the SEC the Prospectus/Proxy Statement under New Alithya’s Registration Statement on Form F-4 under the Securities Act of 1933, as amended (File No. 333-227310), which was declared effective by the SEC on September 27, 2018, and Edgewater previously filed with the SEC the Prospectus/Proxy Statement as a definitive proxy statement under Section 14(a) of the Securities Exchange of 1934, as amended (File No. 000-20971).

The Supplement supplements and updates certain information in the Prospectus/Proxy Statement which New Alithya and Edgewater previously mailed to the Edgewater stockholders commencing on September 28, 2018. The Supplement is available free of charge through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov or on Edgewater’s website at www.edgewater.com under the tab “Investor Relations” and then through the link titled “SEC Filings” or by contacting by e-mail at ir@edgewater.com, or by phone at (781) 246-3343.

A copy of the press release issued by New Alithya and Edgewater on October 22, 2018 is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Amendment to Edgewater’s Revolving Credit Agreement. On October 22, 2018, Edgewater and its domestic subsidiaries entered into Amendment No. 4 to Loan Agreement and Consent (the “Fourth Amendment”) with Citizens Bank, N.A. (“Citizens”), which amended certain terms of the Loan Agreement (as so amended, the “Loan Agreement”) under which Edgewater maintains a secured revolving credit facility with Citizens. Under the Fourth Amendment, Citizens also waived the restrictions on change of control of Edgewater in the Loan Agreement to the extent required to permit the acquisition of all of the outstanding stock of Edgewater by New Alithya.

The Fourth Amendment modified certain provisions of the Loan Agreement, including, among other things, (i) the right of Edgewater obtain up to $7.0 million of additional Revolving Advances provided that all such additional Revolving Advances shall be deposited into the blocked deposit account maintained by Edgewater at Citizens, (ii) Edgewater’s agreement that all funds held in such blocked account (including the $5.0 million of funds now held in such blocked account) will constitute cash collateral for all obligations of Edgewater to Citizens under the Loan Agreement, and (iii) Edgewater’s right to withdraw the funds in the blocked account will be contingent on the repayment in full of all obligations then outstanding under the Loan Agreement.

The foregoing description of the Fourth Amendment is qualified in its entirety by reference to the full text of the Fourth Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Important Information for Stockholders and Other Investors

This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed business combination will be submitted to the stockholders of Edgewater for their consideration. Edgewater has prepared and filed with the SEC a proxy statement dated September 28, 2018 on Schedule 14A (File No. 000-20971) regarding the business combination described in the Arrangement Agreement. Edgewater has also filed, and may also file in the future, other documents with the SEC from time to time.

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BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION DESCRIBED IN THE ARRANGEMENT AGREEMENT, STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, THE SUPPLEMENT, AND OTHER RELEVANT MATERIALS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT EDGEWATER, ALITHYA AND NEW ALITHYA AND THE PROPOSED BUSINESS COMBINATION.

Stockholders and other investors may obtain free copies of the Prospectus/Proxy Statement, the Supplement, and other documents containing important information about New Alithya, Edgewater and Alithya as filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC are also available free of charge on Edgewater’s website at www.edgewater.com under the tab “Investor Relations” and then through the link titled “SEC Filings” or by contacting by e-mail at ir@edgewater.com, or by phone at (781) 246-3343.

Participants in the Solicitation

Edgewater, Alithya and New Alithya and certain of their directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Edgewater in connection with the proposed business combination. Information about the directors and executive officers of Edgewater, Alithya and New Alithya is set forth in the Prospectus/Proxy statement. That document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement and other relevant materials filed with the SEC.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Edgewater’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in this Current Report on Form 8-K that are not historical statements, including statements regarding the expected timetable for completing the proposed business combination, benefits and synergies of the proposed business combination, costs and other anticipated financial impacts of the proposed business combination, the combined company’s plans and objectives, the tax treatment of the proposed business combination, future opportunities for the combined company and services, future financial performance and operating results, and any other statements regarding the Edgewater’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond Edgewater’s or control, which could cause actual results to differ materially from the results expressed or implied by the statements.

These risks and uncertainties include, but are not limited to: failure to obtain the required votes of Edgewater’s or Alithya’s shareholders; the timing to consummate the proposed business combination; the conditions to closing of the proposed business combination may not be satisfied or that the closing of the proposed business combination otherwise does not occur; the risk that a court approval that may be required for the proposed business combination is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Edgewater and Alithya; the effects of the proposed business combination on Edgewater and Alithya following the consummation of the proposed business combination, including the combined company’s future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to business relationships involving either or both Edgewater and Alithya resulting from the announcement or completion of the proposed business combination; expected synergies and other benefits from the proposed business combination and the ability of the combined companies to realize such synergies and other benefits; results of litigation, settlements

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and investigations; actions by third parties, including governmental agencies; global economic conditions; difficulty in integrating acquisitions; shortages, delays in delivery and interruptions of supply of equipment, supplies and materials; weather; loss of, or reduction in business with, key customers; legal proceedings; ability to effectively identify and enter new markets; governmental regulation; and ability to retain management and field personnel.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in Edgewater’s SEC filings. Edgewater’s filings may be obtained by contacting Edgewater or the SEC or through Edgewater’s web site at http://www.edgewater.com/ or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov.

The foregoing list of risk factors is not exhaustive. These risks, as well as other risks associated with the proposed business combination, are more fully discussed in the proxy statement filed with the SEC in connection with the proposed business combination. Edgewater does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Fourth Amendment to Loan Agreement and consent dated as of October 22, 2018, among Edgewater Technology, Inc., its Subsidiaries now or hereafter listed in Schedule 1 thereto, and Citizens Bank, N.A.
99.1	Press Release, dated October 23, 2018.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 23, 2018

Edgewater Technology, Inc.
By:	/s/ Jeffrey L. Rutherford
Name:	Jeffrey L. Rutherford
Title:	Chairman, Interim President and Interim Chief Executive Officer (Principal Executive Officer

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EX-10.1

Exhibit 10.1

AMENDMENT NO. 4 TO LOAN AGREEMENT AND CONSENT

This Amendment No. 4 to Loan Agreement and Consent dated and effective as of October 22, 2018 (this “Amendment”) is made by and among Edgewater Technology, Inc., a Delaware corporation (“Edgewater”), having an address of 200 Harvard Mill Square, Suite 320, Wakefield, Massachusetts 01880, and its Subsidiaries now or hereafter listed in Schedule 1 hereto (with Edgewater, collectively, the “Borrower”) and Citizens Bank, N.A., formerly known as RBS Citizens, N.A. a national banking association with an address at 28 State Street, Boston, Massachusetts 02109 (the “Lender”). All capitalized terms used herein, and not otherwise defined herein, shall have the meanings ascribed to such terms in the Loan Agreement (as defined below).

RECITALS

The Borrower is indebted to Lender pursuant to a certain Loan Agreement dated as of September 23, 2013 by and among Lender and Borrower, as amended by Amendment No. 1 to Loan Agreement and Joinder dated December 21, 2015, by Amendment No. 2 to Loan Agreement and Waiver dated March 16, 2018 and by Amendment No. 3 to Loan Agreement and Waiver dated May 10, 2018 (as amended, the “Loan Agreement”). The indebtedness described in the Loan Agreement has been further evidenced by an Amended and Restated Revolving Note dated as of December 21, 2015 in the principal amount of up to $15,000,000.00 (the “Revolving Note”).

Edgewater Technology-Branchbird, Inc. and Edgewater Technology-M2, Inc., prior Subsidiaries of Edgewater that were included within the Borrower definition, are no longer in existence as such entities were merged into Edgewater Technology-Ranzal, LLC effective December 31, 2017.

The Borrower has advised the Lender that Edgewater has entered into an Arrangement Agreement dated as of March 15, 2018, as amended by Amendment No. 1 thereto dated as of September 10, 2018 and as amended by Amendment No. 2 thereto dated as of October 17, 2018 (such agreement, as so amended and as it may be hereafter further amended in accordance with its terms, the “Arrangement Agreement”) with Alithya Group Inc., a Quebec corporation (“Alithya”), and Alithya Group inc. (f/k/a 9374-8572 Quebec Inc.) (“New Alithya”) pursuant to which, subject to the terms and conditions thereof, New Alithya will acquire all of the issued and outstanding capital stock of each of Alithya and Edgewater. The Borrower has requested that the Lender consent to the proposed change in control of the Borrower.

The Borrower has further requested that the Lender agree to temporarily amend the Borrowing Base to permit advances against cash on deposit with the Lender under the Revolving Loan Commitment.

The Lender and the Borrower have agreed to modify certain other provisions of the Loan Agreement.

  AMENDMENT NO.4 AND CONSENT 1

AGREEMENT

In consideration of the foregoing, of the undertakings of the parties hereunder and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Borrower and Lender agree as follows:

A. Amendments to Loan Agreement.

1. The definition of the term Borrowing Base contained in Section 1 of the Loan Agreement is hereby deleted in its entirety and is replaced by the following definition:

““Borrowing Base” means, at any time, the greater of (a) $12,000,000.00 or (b) eighty percent (80.0%) of the aggregate unpaid face amount of the Borrower’s Eligible Receivables at such time. If the Lender determines in its reasonable discretion that a change of circumstances has occurred with respect to any Eligible Receivables from those circumstances in existence on or prior to the date hereof, the Lender may adjust the percentage set forth above upon written notice to the Borrower in accordance with the Lender’s then applicable lending policies. Also, the Borrowing Base formula set forth above is intended solely for monitoring purposes. The making of Revolving Advances by the Lender to the Borrower in excess of the above described Borrowing Base formula is for the benefit of the Borrower and does not affect the Obligations of the Borrower hereunder; and all such Revolving Advances constitute Obligations of the Borrower which must be repaid by the Borrower in accordance with the terms of this Agreement and the Note.”

2. The definition of the term “Cash Collateral” contained in Section 1 of the Loan Agreement is hereby deleted and replaced with the following new definition for such term:

““Cash Collateral” means a cash deposit in a segregated deposit account with the Lender (or in the Borrower’s operating account with the Lender and subject to a deposit block) in the amount of $5,000,000.00 as of October 22, 2018, which shall be increased to up to $12,000,000.00 by the aggregate amount of any and all Revolving Advances requested by the Borrower after October 22, 2018.”

3. The Borrower hereby pledges, assigns and grants a security interest to the Lender in all of the Borrower’s present and future right, title and interest in and to the Cash Collateral and in all dividends and interest with respect thereto, all substitutions, renewals and replacements therefor, and all products and proceeds thereof and in all books, records, and paper relating to all of the foregoing. The pledge and security interest hereby granted in the Cash Collateral is granted by the Borrower to the Lender as security for all Obligations.

4. As a condition to any Revolving Advance request by the Borrower after October 22, 2018, the Borrower shall simultaneously increase the Cash Collateral to up to $12,000,000.00, which Cash Collateral shall be equal to the sum of (i) the $5,000,000.00 of Cash Collateral as of October 22, 2018, and (ii) the aggregate amount of any and all Revolving Advances requested by the Borrower after October 22, 2018. The Borrower and the Lender agree that the Aggregate

  AMENDMENT NO.4 AND CONSENT 2

Revolving Advances shall at all times be secured on a dollar for dollar basis by the Cash Collateral. The Borrower directs the Lender to immediately deposit all proceeds of any Revolving Advance made after October 22, 2018 into the blocked deposit account and acknowledges that the Lender shall block as Cash Collateral the sum of up to $12,000,000.00 of funds in such account

5. The Lender agrees that upon full and final payment of all of the Borrower’s Obligations to the Lender with no obligation or agreement by the Lender to extend further credit to the Borrower, the Lender shall cancel all promissory notes and release all of its security interests in the Collateral, including without limitation thereof, its security interest in the Cash Collateral and shall promptly release the Cash Collateral to Borrower as Borrower may direct.

B. Consent.

1. The Borrower has requested the Lender’s consent to the acquisition of all of the capital stock of the Borrower by New Alithya on the terms and conditions set forth in the Arrangement Agreement. Pursuant to Section 6(b) of the Loan Agreement, no change of ownership of 40.0% or more of the capital stock of the Borrower may occur without the prior written consent of the Lender. The Lender hereby consents to the acquisition by New Alithya of all of the issued and outstanding capital stock of the Borrower on the terms and conditions set forth in the Arrangement Agreement, as described in the copy of the Arrangement Agreement previously delivered by the Borrower to the Lender.

2. The consent provided by the Lender in Section 1 above is a one-time consent to the particular acquisition of capital stock of the Borrower by New Alithya. The Lender’s granting of such consent shall not be deemed to constitute a course of conduct or dealing or to indicate that the Lender will be willing to consent to any other deviation from the terms and conditions set forth in the Loan Agreement and the other Loan Documents at any other time. The Lender reserves the right to require strict compliance by the Borrower with each and every term and condition set forth in the Loan Documents.

C. Miscellaneous.

1. Conditions of Effectiveness. This Amendment shall become effective when, and only when, Lender shall have received: (a) a counterpart of this Amendment executed by each Borrower, (b) payment by the Borrower to the Lender of an amendment fee in the amount of $5,000.00 which the Borrower directs the Lender to charge to the Borrower’s operating account with the Lender, (c) payment by the Borrower of all of the Lender’s other costs and expenses in connection with this Amendment, including without limitation thereof the reasonable costs and expenses of Lender’s attorneys, and (d) such other documents, instruments and agreements as Lender may reasonably request, including without limitation thereof, secretary’s certificates from each Borrower evidencing authorization of such Borrower to enter into this Amendment with the Lender.

  AMENDMENT NO.4 AND CONSENT 3

2. No Other Changes. Except for the specific amendments contained herein, no other changes are hereby made to the Loan Agreement, and each Borrower reaffirms its obligations under the Loan Documents (as amended hereby) in their entirety. This Amendment is not intended to extinguish or affect any of the debt evidenced by the Notes or to otherwise modify any of the obligations under any of the Loan Documents, except as amended hereby.

3. Representations, Warranties and Releases. Each Borrower hereby represents and warrants as follows, giving effect to the within consent: (a) the representations and warranties contained in Section 3 of the Loan Agreement are true, correct and complete in all material respects on and as of the date hereof as though made on and as of such date (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct as of such date); (b) no Default or Event of Default as described in the Loan Agreement has occurred and is continuing or would result from the signing of this Amendment or the transactions contemplated hereby; and (c) there has been no material adverse change in the condition of Borrower or the ability of Borrower to perform its respective Obligations as amended hereby since the date of the last financial statements furnished to Lender. Each Borrower further: (i) acknowledges and agrees that the Lender has performed all of its obligations under the Loan Documents through the date hereof (ii) acknowledges and agrees that the Borrower has no defense to the full and timely payment and performance of its Obligations under the Loan Documents and (iii) waives any and all defenses, setoffs and counterclaims, if any, against Lender arising out of or related to the Loan Documents or any actions taken by Lender to the date of the execution of this Amendment in connection therewith. Each Borrower hereby releases, remise and discharges the Lender and all past, present and future officers, directors, stockholders, subsidiaries, affiliates, participants, successors and assigns of the Lender from any and all claims, demands and causes of action of any kind, whether known or unknown, arising out of or related to the Loan Documents up to the date of this Amendment.

4. Reference to and Effect on the Loan Agreement. Upon the effectiveness of this Amendment, each reference in the Loan Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import shall mean and be a reference to the Loan Agreement as amended hereby. Except as specifically amended above, the Loan Agreement shall remain in full force and effect and is hereby ratified and confirmed. Except as expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under the Loan Agreement, nor constitute a waiver of any provision of the Loan Agreement.

5. Costs, Expenses and Taxes. Borrower agrees to pay on demand all reasonable costs and expenses of Lender in connection with the preparation, execution and delivery of this Amendment and any other instruments and documents to be delivered hereunder, including, without limitation, the reasonable fees and out-of-pocket expenses of counsel for Lender with respect thereto and with respect to advising Lender as to its rights and responsibilities hereunder and thereunder.

6. Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument.

  AMENDMENT NO.4 AND CONSENT 4

7. WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM OF ANY KIND OR NATURE RELATED DIRECTLY OR INDIRECTLY TO (a) THIS AMENDMENT, (b) THE TRANSACTIONS AND OBLIGATIONS CONTEMPLATED HEREBY AND BY THE OTHER LOAN DOCUMENTS, OR (c) ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (ORAL OR WRITTEN), OR ACTIONS OF LENDER OR BORROWER. THE WAIVER MADE HEREUNDER IS MADE KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY FOR SUBSTANTIAL CONSIDERATION AND AS AN INDUCEMENT FOR LENDER TO ENTER INTO THIS AMENDMENT.

8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts.

  AMENDMENT NO.4 AND CONSENT 5

IN WITNESS WHEREOF, this Amendment No. 4 to Loan Agreement and Consent has been executed and delivered under seal as of October 22, 2018.

	BORROWER:
	Edgewater Technology, Inc.
/s/ Kristin Zaepfel	By:	Paul McNeice
Witness	Name: Paul McNeice
	Title: Interim CFO
	Edgewater Technology (Delaware), Inc.
/s/ Kristin Zaepfel	By:	/s/ Paul McNeice
Witness	Name: Paul McNeice
	Title: Interim CFO
	Edgewater Technology-Ranzal, LLC
/s/ Kristin Zaepfel	By:	/s/ Paul McNeice
Witness	Name: Paul McNeice
	Title: Interim CFO
	Fullscope, Inc.
/s/ Kristin Zaepfel	By:	/s/ Paul McNeice
Witness	Name: Paul McNeice
	Title: Interim CFO
	Edgewater Technology-Zero2Ten, Inc.
/s/ Kristin Zaepfel	By: /s/ Paul McNeice
Witness	Name: Paul McNeice
	Title: Interim CFO

  AMENDMENT NO.4 AND CONSENT 6

IN WITNESS WHEREOF, this Amendment No. 4 to Loan Agreement and Consent has been executed and delivered under seal as of October 22, 2018.

	LENDER
	Citizens Bank, N.A.
/s/ Florence Reyes	By:	/s/ Brendan Roche
Witness	Name: Brendan Roche
	Title: Senior Vice President

  AMENDMENT NO.4 AND CONSENT 7

Schedule 1

Schedule of Borrowers

Borrower	Address	Federal Id No.
Edgewater Technology, Inc.	200 Harvard Mill Square, Suite 320 Wakefield, MA 01880
Edgewater Technology (Delaware), Inc.	200 Harvard Mill Square, Suite 320 Wakefield, MA 01880
Edgewater Technology-Ranzal, LLC	200 Harvard Mill Square, Suite 320 Wakefield, MA 01880
Fullscope, Inc.	200 Harvard Mill Square, Suite 320 Wakefield, MA 01880
Edgewater Technology-Zero2Ten, Inc.	200 Harvard Mill Square, Suite 320 Wakefield, MA 01880
Edgewater Solutions Canada, Inc. (subsidiary; not a borrower)	200 Harvard Mill Square, Suite 320 Wakefield, MA 01880	N/A (Foreign Corporation)

  AMENDMENT NO.4 AND CONSENT 8

EX-99.1

Exhibit 99.1

Alithya and Edgewater Announce Filing of Supplement to Definitive Prospectus/Proxy

Statement for Proposed Business Combination

Montreal, Québec and Wakefield, Massachusetts – October 23, 2018 – Alithya Group Inc. (“Alithya”), a Québec private corporation, and Edgewater Technology, Inc. (“Edgewater”), a Delaware corporation listed on the NASDAQ Global Market (NASDAQ: EDGW), announce that (i) Alithya Group inc. (f/k/a 9374-8572 Québec Inc.), a newly-formed holding company (“New Alithya”), and Edgewater have each filed with U.S. Securities and Exchange Commission (“SEC”) a supplement dated October 23, 2018 (the “Supplement”) to the prospectus/proxy statement dated September 28, 2018 (the “Prospectus/Proxy Statement”) of New Alithya, which also serves as an Edgewater proxy statement for the special meeting of Edgewater stockholders that has been called to be held on October 29, 2018 (the “Special Meeting”). At the Special Meeting, the Edgewater stockholders will be requested to approve a proposed business combination under which each of Edgewater and Alithya will become a wholly owned subsidiary of New Alithya.

New Alithya previously filed with the SEC the Prospectus/Proxy Statement under New Alithya’s Registration Statement on Form F-4 under the Securities Act of 1933, as amended (File No. 333-227310), which was declared effective by the SEC on September 27, 2018, and Edgewater previously filed with the SEC the Prospectus/Proxy Statement as a definitive proxy statement under Section 14(a) of the Securities Exchange of 1934, as amended (File No. 000-20971).

The Supplement supplements and updates certain information in the Prospectus/Proxy Statement which New Alithya and Edgewater previously mailed to the Edgewater stockholders commencing on September 28, 2018. The Supplement is available free of charge through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov or on Edgewater’s website at www.edgewater.com under the tab “Investor Relations” and then through the link titled “SEC Filings” or by contacting by e-mail at ir@edgewater.com, or by phone at (781) 246-3343.

About Alithya

Alithya Group Inc. is one of the most prominent private strategy and digital technology consulting firms in Canada and the largest in Québec. Founded in 1992, the firm advises, guides and assists its clients in their pursuit of innovation and excellence. Alithya prioritizes the achievement of business objectives on every project through the optimal use of digital technologies. Its clients mainly operate in the finance, insurance, telecommunications, energy, transportation, health, retail and government services sectors. Alithya has more than 1,600 professionals across Canada, the United States and France.

About Edgewater

Edgewater (NASDAQ: EDGW) helps business leaders drive transformational change through its unique selection of business and technology services and specialized product-based solutions.

Classic consulting disciplines (such as business advisory, process improvement, organizational change management, and domain expertise) are blended with technical services (such as digital transformation, technical roadmaps, data and analytics services, custom development, and system integration) to help organizations get the most out of their existing IT assets while creating new digital business models.

Delivering both on premise and in the cloud, Edgewater partners with Oracle and Microsoft to offer Business Analytics, BI, ERP, EPM and CRM solutions. Edgewater Ranzal, an Oracle Platinum Consulting Partner, provides Business Analytics solutions leveraging Oracle EPM, BI, and Big Data technologies. Edgewater Fullscope delivers innovative Microsoft ERP, CRM and BI solutions. The award-winning company is one of the largest resellers of Microsoft Dynamics 365 (formerly Dynamics AX and CRM).

Important Information for Stockholders and Other Investors

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed business combination will be submitted to the shareholders of each of Alithya and Edgewater for their consideration. New Alithya has prepared and filed with the SEC a Registration Statement on Form F-4 (File No. 333-227310) regarding the business combination, which includes a prospectus/proxy statement for Edgewater’s stockholders jointly prepared by Edgewater and Alithya. Alithya also mailed its shareholders a management proxy circular in connection with the proposed business combination. Edgewater, Alithya and New Alithya may also file other documents with the SEC from time to time.

BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT TO THE PROPOSED BUSINESS COMBINATION, STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROSPECTUS/PROXY STATEMENT, THE SUPPLEMENT, AND OTHER RELEVANT MATERIALS THAT ARE FILED OR WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT EDGEWATER, ALITHYA AND NEW ALITHYA AND THE PROPOSED BUSINESS COMBINATION.

Stockholders and investors may obtain free copies of the Prospectus/Proxy Statement, the Supplement and other documents containing important information about New Alithya, Edgewater and Alithya as filed with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC are also available free of charge on Edgewater’s website at www.edgewater.com under the tab “Investor Relations” and then through the link titled “SEC Filings” or by contacting by e-mail at ir@edgewater.com, or by phone at (781) 246-3343.

Participants in the Solicitation

Edgewater, Alithya and New Alithya and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Edgewater in connection with the proposed business combination. Information about the directors and executive officers of Edgewater, Alithya and New Alithya is set forth in the prospectus/proxy statement included in the Registration Statement. That document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the prospectus/proxy statement and other relevant materials filed with the SEC.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements which are protected as forward-looking statements under the Private Securities Litigation Reform Act of 1995 that are not limited to historical facts, but reflect Alithya’s and Edgewater’s current beliefs, expectations or intentions regarding future events. Words such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursuant,” “target,” “continue,” and similar expressions are intended to identify such forward-looking statements. The statements in this press release that are not historical statements, including statements regarding the expected timetable for completing the proposed business combination, benefits and synergies of the proposed business combination, costs and other anticipated financial impacts of the proposed business combination, the combined company’s plans and objectives, the tax treatment of the proposed business combination, future opportunities for the combined company and services, future financial performance and operating results, and any other statements regarding the Edgewater’s and Alithya’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance, are forward-looking statements within the meaning of the federal securities laws. These statements are subject to numerous risks and uncertainties, many of which are beyond Edgewater’s or Alithya’s control, which could cause actual results to differ materially from the results expressed or implied by the statements.

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These risks and uncertainties include, but are not limited to: failure to obtain the required votes of Edgewater’s or Alithya’s shareholders; the timing to consummate the proposed business combination; the conditions to closing of the proposed business combination may not be satisfied or that the closing of the proposed business combination otherwise does not occur; the risk that a court approval that may be required for the proposed business combination is not obtained or is obtained subject to conditions that are not anticipated; the diversion of management time on transaction-related issues; the ultimate timing, outcome and results of integrating the operations of Edgewater and Alithya; the effects of the proposed business combination on Edgewater and Alithya following the consummation of the proposed business combination, including the combined company’s future financial condition, results of operations, strategy and plans; potential adverse reactions or changes to business relationships involving either or both Edgewater and Alithya resulting from the announcement or completion of the proposed business combination; expected synergies and other benefits from the proposed business combination and the ability of the combined company to realize such synergies and other benefits; results of litigation, settlements and investigations; actions by third parties, including governmental agencies; global economic conditions; difficulty in integrating acquisitions; shortages, delays in delivery and interruptions of supply of equipment, supplies and materials; weather; loss of, or reduction in business with, key customers; legal proceedings; ability to effectively identify and enter new markets; governmental regulation; and ability to retain management and field personnel.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements is contained from time to time in Edgewater’s SEC filings. Edgewater’s filings may be obtained by contacting Edgewater or the SEC or through Edgewater’s web site at http://www.edgewater.com/ or through the SEC’s Electronic Data Gathering and Analysis Retrieval System (EDGAR) at http://www.sec.gov.

The foregoing list of risk factors is not exhaustive. These risks, as well as other risks associated with the proposed business combination, are more fully discussed in the prospectus/proxy statement that is included in the Registration Statement filed with the SEC in connection with the proposed business combination. Each of Edgewater and Alithya does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Sources

Gladys Caron

Vice-President, Communications and Investor Relations

gladys.caron@alithya.com

(514) 285-5552, ext. 2891

Paul McNeice

Interim CFO

pmcneice@edgewater.com

(781) 246-7602

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