EDGW Edgewater Technology, Inc. (delisted)

ABOUT THIS PROSPECTUS/PROXY STATEMENT

This prospectus/proxy statement, which forms part of the registration statement on Form F-4 filed by New Alithya with the U.S. Securities and Exchange Commission (the “SEC”), constitutes a prospectus of New Alithya under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the New Alithya Subordinate Voting Shares to be issued to Edgewater stockholders as merger consideration and to Alithya shareholders under the arrangement. This prospectus/proxy statement also constitutes a proxy statement for Edgewater under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, it constitutes a notice of meeting with respect to the special meeting of Edgewater stockholders.

You should rely only on the information contained in or incorporated by reference into this prospectus/proxy statement. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this prospectus/proxy statement. This prospectus/proxy statement is dated September 28, 2018. You should not assume that the information contained in this prospectus/proxy statement is accurate as of any date other than that date. You should also not assume that the information incorporated by reference into this prospectus/proxy statement is accurate as of any date other than the date of such information. The mailing of this prospectus/proxy statement to Edgewater stockholders shall not create any implication to the contrary.

This prospectus/proxy statement shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this prospectus/proxy statement regarding Alithya has been provided by Alithya and information contained in this prospectus/proxy statement regarding Edgewater has been provided by Edgewater.

Certain Defined Terms

Unless otherwise indicated or as the context otherwise requires, all references in this prospectus/proxy statement to:

Exchange Rates

Alithya prepares its consolidated financial statements in Canadian dollars, while Edgewater prepares its consolidated financial statements in U.S. dollars. In this prospectus/proxy statement, references to “$,” “Cdn$” and “Canadian dollars” are to the lawful currency of Canada and references to “U.S. dollars”, “USD” and “U.S.$” are to the lawful currency of the United States of America. References to the “CDN-USD exchange rate” refer to the Canadian dollar—U.S. dollar exchange rate based upon the noon buying rate as quoted by the Bank of Canada.

The following table presents the high, low, average and period end exchange rate for one Canadian dollar expressed as one U.S. dollar for each of last five years. The average rate is calculated using the average of the exchange rates on the last day of each month during the period.

The following table presents the high, low, average and period end exchange rate for one Canadian dollar expressed as one U.S. dollar for each month during the previous six months.

As of September 27, 2018, the exchange rate for one Canadian dollar expressed as one U.S. dollar, as quoted by the Bank of Canada was $1.00 = U.S.$0.7666.

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following are answers to some of the questions you may have as an Edgewater stockholder. These questions and answers only highlight some of the information contained in this prospectus/proxy statement. They may not contain all the information that is important to you. You should read carefully this entire prospectus/proxy statement, including the annexes and the documents incorporated by reference into this prospectus/proxy statement, to understand fully the transactions and the voting procedures for the special meeting of Edgewater stockholders.

Questions and Answers about the Transactions for Edgewater Stockholders

Approval of Proposals 2 and 3 is not a condition to the completion of the arrangement or the merger.

In considering the recommendation of the Edgewater board of directors, you should be aware that certain executive officers and directors of Edgewater will have interests in the transactions that may be different from, or in addition to, the interests of Edgewater’s stockholders generally. See “The Merger and the Arrangement—Interests of Certain Persons in the Merger” beginning on page 80.

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Approval by the Edgewater stockholders of merger-related compensation arrangements of the Edgewater named executive officers is not a condition to completion of the merger. In addition, because the vote is advisory in nature, it will not be binding on Edgewater. Regardless of the outcome of this advisory vote, such compensation may be payable, subject only to the Edgewater board of directors’ discretion and the conditions applicable thereto, if the merger is approved. The terms of the merger-related compensation is described under “The Merger and the Arrangement—Interests of Certain Persons in the Merger—Change-in-Control Agreements with Executive Officers” beginning on page 81 and “Stockholder Advisory Vote on Certain Compensatory Arrangements” beginning on page 140.

In considering the recommendation of the board of directors of Edgewater, you should be aware that certain executive officers and directors of Edgewater will have interests in the transactions that may be different from, or in addition to, the interests of Edgewater’s stockholders generally. See “The Merger and the Arrangement—Interests of Certain Persons in the Merger” beginning on page 80.

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In addition to the right of Edgewater stockholders to receive New Alithya Subordinate Voting Shares in the transactions, Edgewater will declare to Edgewater stockholders and option holders of record immediately prior to the anticipated closing date of the transactions a special dividend equal to U.S.$20.5 million, provided that (i) the total amount of the dividend will proportionately increase or decrease to the extent, if any, that Edgewater’s “Net Cash” (as defined in the arrangement agreement) is then greater or less than U.S.$8.5 million, as the case may be, and (ii) the dividend will be payable either in cash (for Edgewater’s stockholders) or reflected through adjustment (for holders of Edgewater’s options) to the exercise price of such options, as the case may be. Payment of the special dividend will be contingent upon the closing of the transactions and will be declared at least 10 days prior to, and be paid within 10 days following, such closing. The application of the adjustment formula described above will likely result in a special dividend amount that is less than U.S.$20.5 million. Based on Edgewater’s currently expected “Net Cash” as of the closing of the transactions, the total amount of the special dividend would have been approximately U.S.$16.0 million, or approximately U.S.$1.07 for each share of Edgewater Common Stock then outstanding (applying the full dilution, in-the-money options treatment to the current basic shares outstanding), if the closing had occurred immediately following September 27, 2018. However, the actual amount of the special dividend may be either higher or lower based on Edgewater’s business, financial condition and liquidity between September 27, 2018 and the dividend declaration date.

The New Alithya Subordinate Voting Shares to be issued to the Edgewater stockholders and Alithya shareholders will be registered with the SEC. It is a mutual condition to the effectiveness of the transactions that the New Alithya Subordinate Voting Shares be approved for listing on NASDAQ (subject only to official notice of issuance) and conditionally approved for listing on the Toronto Stock Exchange (the

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“TSX”) (subject only to customary closing conditions). New Alithya has applied for listing of the New Alithya Subordinate Voting Shares on NASDAQ and the TSX under the symbol “ALYA.” Neither NASDAQ nor the TSX has conditionally approved New Alithya’s listing applications and there is no assurance that either or both of NASDAQ or the TSX will approve New Alithya’s listing applications. Any such listing of the New Alithya Subordinate Voting Shares will be conditional upon New Alithya fulfilling all of the listing requirements and conditions of NASDAQ and the TSX. Edgewater Common Stock will be delisted from NASDAQ and deregistered under the Exchange Act upon or as soon as practicable after the completion of the transactions, and Edgewater will no longer be required to file periodic reports with the SEC.

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If the special dividend is treated as consideration received as part of the merger and arrangement, then, subject to certain qualifications discussed under the section entitled “ Certain Tax Consequences of the Merger and the Arrangement—Certain U.S. Federal Income Tax Considerations—Certain U.S. Federal Income Tax Consequences of the Merger and Arrangement to Edgewater Stockholders that are U.S. Holders” , U.S. holders of Edgewater Common Stock are expected to be subject to the following U.S. federal income tax treatment in connection with the merger and arrangement:

Even if the merger and arrangement collectively qualify as a transfer described in Section 351 of the Code, U.S. holders are cautioned that if Section 367(a) of the Code applies to the merger and arrangement, a U.S. holder would be required to recognize gain, if any (but not loss), on the disposition of Edgewater Common Stock in an amount equal to the excess of (i) the sum of the fair market value of New Alithya Subordinate Voting Shares and special dividend received by such holder, over (ii) the holder’s adjusted tax basis in the shares of Edgewater Common Stock surrendered. This might result in a U.S. holder of Edgewater Common Stock recognizing a greater amount of gain for U.S. federal income tax purposes than such holder would have recognized if Section 367(a) of the Code did not apply.

The characterization of the transactions contemplated in the arrangement agreement is subject to uncertainty and U.S. holders are cautioned that the application of certain rules, including the potential application of Section 367(a) of the Code, that may materially affect the U.S. federal income tax treatment of these transactions depend on factors that cannot be determined until the closing of the merger and arrangement. It is also important to note that the U.S. federal income tax consequences described above may not apply to certain Edgewater stockholders or in all circumstances. Your tax consequences will depend on your individual situation. Accordingly, U.S. holders of Edgewater Common Stock should consult with their tax advisor for a full understanding of the U.S. federal income tax consequences of the merger and arrangement having regard to such holder’s particular circumstances, as well as any tax consequences that may arise from the laws of any other taxing jurisdiction.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “ Certain Tax Consequences of the Merger and the Arrangement—Certain U.S. Federal Income Tax Considerations ” beginning on page 90.

Questions and Answers about the Edgewater Special Meeting of Stockholders and Voting

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Stockholders of Record: Shares Registered in Your Name

If on September 28, 2018 your shares were registered directly in your name with Edgewater’s transfer agent, Computershare Investor Services, then you are a stockholder of record. As a stockholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting, Edgewater urges you to vote by proxy over the telephone or on the Internet as instructed below, or fill out and return an Edgewater proxy card.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on September 28, 2018 your shares were held not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and this prospectus/proxy statement is being sent to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account by following the instructions that the broker or other agent provides you along with this prospectus/proxy statement. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent.

Stockholders of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the special meeting, you may vote by proxy using the enclosed Edgewater proxy card, or you may vote by proxy over the telephone or on the Internet as instructed below. Whether or not you plan to attend the special meeting, Edgewater urges you to vote by proxy to ensure your vote is counted. You may still attend the special meeting and vote in person even if you have already voted by proxy.

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Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a prospectus/proxy statement along with voting instructions from that organization rather than from Edgewater. Simply follow the voting instructions provided by your broker, bank or other agent to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank or other agent. To vote in person at the special meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the voting instructions provided by your broker, bank or other agent and included with this prospectus/proxy statement, or contact your broker, bank or other agent to request a proxy form.

Edgewater provides Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote in person at the special meeting. Abstentions and broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum. If there is no quorum, the chairperson of the special meeting or a majority of shares present at the special meeting in person or represented by proxy may adjourn the special meeting to another date.

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Proposal 2: The proposal to approve, on a non-binding advisory basis, certain compensatory arrangements between Edgewater and its named executive officers relating to the merger contemplated by the arrangement agreement must receive a “FOR” vote from at least a majority of the Edgewater Common Stock represented either in person or by proxy at the special meeting and entitled to vote, although such vote will not be binding on Edgewater.

Proposal 3: The proposal to approve the adjournment of the special meeting, if necessary or appropriate to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve and adopt the arrangement agreement and the transactions contemplated thereby (including the merger) must receive a “FOR” vote from at least a majority of the Edgewater Common Stock represented either in person or by proxy at the special meeting and entitled to vote.

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Your most recent Edgewater proxy card or telephone or Internet proxy is the one that is counted.

If your shares are held of record by your broker, bank or other agent, you should follow the instructions provided by such organization.

If you are a stockholder of record and you sign and return an Edgewater proxy card without giving specific voting instructions, then the proxy holders will vote your shares in the manner recommended by the Edgewater board of directors on all matters presented in this prospectus/proxy statement, which recommendations are summarized under “—What are the voting recommendations of the Edgewater board of directors?” beginning on page 2, or as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the special meeting.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If you are a beneficial owner of shares held in “street name” and you do not provide the organization that holds your shares with specific instructions, under the rules of various national and regional securities

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exchanges, the organization that holds your shares may generally vote on routine matters but cannot vote on non-routine matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, the organization that holds your shares will inform the inspector of elections for the special meeting that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.” When Edgewater’s inspector of elections tabulates the votes for any particular matter, broker non-votes will be counted for purposes of determining whether a quorum is present, but will not be counted toward the vote total for any proposal. Edgewater expects that each of the proposals presented at the special meeting will be considered non-routine matters, so Edgewater encourages you to provide voting instructions to the organization that holds your shares to ensure that your vote is counted on all three proposals.

Directors and employees will not be paid any additional compensation for soliciting proxies. Edgewater may also reimburse brokerage firms, banks and other agents for the reasonable out-of-pocket cost of forwarding proxy materials to beneficial owners. Edgewater has also retained InvestorCom to assist in soliciting proxies. Edgewater will pay InvestorCom a base fee of approximately U.S.$20,000, plus reasonable out-of-pocket expenses for these services.

InvestorCom

John Glenn Grau

Toll Free: (877) 972-0099

Direct: (203) 295-7841

Main: (203) 972-9300 ext. 110

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RISK FACTORS

Edgewater stockholders should carefully consider the following factors in evaluating whether to vote to approve and adopt the arrangement agreement and the transactions contemplated thereby (including the merger). These factors should be considered in conjunction with the other information included in or incorporated by reference into this prospectus/proxy statement, including the risks discussed in Edgewater’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 under the heading “Risk Factors.” See “Where You Can Find More Information” beginning on page 236.

Risks Related to the Transactions

The number of New Alithya Subordinate Voting Shares that Edgewater stockholders will receive as consideration for the merger may be adjusted to reflect changes in the market value of Edgewater Common Stock.

As consideration for the merger, each share of Edgewater Common Stock then issued and outstanding will be cancelled and automatically converted into the right to receive 1.3118 newly issued New Alithya Subordinate Voting Shares. However, Alithya has a termination right if the VWAP of the Edgewater Common Stock on NASDAQ for the 10 consecutive trading days ending on the date immediately preceding the ex-dividend date for the special dividend described below is less than U.S.$5.25, unless Edgewater agrees to adjust the exchange ratio to the effect that the equity value of the New Alithya Shares received by the Alithya shareholders is U.S.$110.0 million. Changes in the share price of Edgewater Common Stock may result from a variety of factors, including changes in the business, operations or prospects of Edgewater, market assessments of the likelihood that the transactions will be completed, the timing of the transactions, regulatory considerations, general market and economic conditions and other factors. Edgewater stockholders are urged to obtain current market quotations for Edgewater Common Stock.

The special dividend that Edgewater stockholders will receive in connection with the consummation of the merger may be adjusted to reflect changes in the financial position of Edgewater and its payment to the Edgewater stockholders is subject to certain funding conditions.

In addition to the right of Edgewater stockholders to receive New Alithya Subordinate Voting Shares in the transactions, Edgewater will declare to Edgewater stockholders and option holders of record immediately prior to the anticipated closing date of the transactions a special dividend equal to U.S.$20.5 million, subject to adjustment. The dividend will be payable either in cash (for Edgewater’s stockholders) or reflected through adjustment (for holders of Edgewater’s options) to the exercise price of such options, as the case may be. The total amount of the dividend will proportionately increase or decrease to the extent that Edgewater’s “Net Cash” (as defined in the arrangement agreement) is then greater or less than U.S.$8.5 million, as the case may be. Payment of the special dividend will be contingent upon the closing of the transactions and will be declared at least 10 days prior to, and be paid within 10 days following, such closing. The application of the adjustment formula described above will likely result in a special dividend amount that is less than U.S.$20.5 million. Based on Edgewater’s currently expected “Net Cash” as of the closing of the transactions, the total amount of the special dividend would have been approximately U.S.$16.0 million, or approximately U.S.$1.07 for each share of Edgewater Common Stock then outstanding (applying the full dilution, in-the-money options treatment to the current basic shares outstanding), if the closing had occurred immediately following September 27, 2018. However, the actual amount of the special dividend may be either higher or lower based on Edgewater’s business, financial condition and liquidity between September 27, 2018 and the dividend declaration date.

Edgewater intends to fund payment of the special dividend to its stockholders with its available cash and borrowings under its existing revolving credit facility with Citizens Bank, N.A. Prior to the closing of the merger, pursuant to a letter which Edgewater has received from Citizens Bank, N.A., Edgewater expects to amend the facility in order to allow Edgewater to draw up to an additional U.S.$7.0 million to fund payment of the special dividend. However, such funding will be subject to certain conditions, including that the entire outstanding amount under the facility be repaid prior to or concurrently with the payment of the special dividend.

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In order to repay the entire outstanding amount under Edgewater’s existing revolving credit facility prior to or concurrently with the payment of the special dividend, New Alithya intends to rely on the available cash and financing commitments of Alithya and/or New Alithya and, to the extent necessary, proceeds from a private placement by Alithya prior to or contemporaneously with the closing of the transactions of up to $50 million of subscription receipts (plus up to an additional 15% of the offering amount as the underwriters’ option to purchase additional securities) that will convert into New Alithya Subordinate Voting Shares upon closing of the transactions. There is no assurance that any of these funds or financing commitments will be available to Alithya or New Alithya on acceptable terms, in a timely manner or at all. Any financing by Alithya or New Alithya would depend on favorable market conditions and the availability of financing terms that are acceptable to Alithya or New Alithya, as the case may be, and it is possible that prevailing market conditions and available terms may result in a lesser amount or no capital being raised. In the event that the conditions allowing Edgewater to draw down its existing revolving credit facility to fund the payment of the special dividend are not satisfied, Edgewater may be unable to pay the special dividend on the dividend payment date.

Failure to consummate the transactions could negatively impact the stock price and the future business and financial results of Edgewater.

If the transactions are not consummated, the ongoing business of Edgewater may be materially and adversely affected and, without realizing any of the benefits of having consummated the transactions, Edgewater will be subject to a number of risks, including the following:

If the transactions are not consummated, these risks may materialize and may materially and adversely affect Edgewater’s business, financial results and stock price.

Edgewater’s business relationships, including customer relationships, may be subject to disruption due to uncertainty associated with the transactions.

Parties with which Edgewater currently does business or may do business in the future, including customers and suppliers, may experience uncertainty associated with the transactions, including with respect to current or future business relationships with Edgewater or New Alithya. As a result, Edgewater’s business relationships

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may be subject to disruptions if customers, suppliers and others attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Edgewater. These disruptions could have a material and adverse effect on the business, financial condition, results of operations or prospects of New Alithya following the closing. The effect of such disruptions could be exacerbated by a delay in the consummation of the transactions or termination of the arrangement agreement.

Obtaining required approvals necessary to satisfy the conditions to the completion of the transactions may delay or prevent completion of the transactions, result in additional expenditures of money and resources and/or reduce the anticipated benefits of the transactions.

The transactions are subject to closing conditions. These closing conditions include, among others, the receipt of required approvals of Edgewater stockholders and Alithya shareholders, approval of the arrangement by the Québec court, the continued effectiveness of the registration statement of which this prospectus/proxy statement is a part and receipt of consents or waivers in connection with the transactions from third parties under certain agreements, including agreements between Edgewater and Microsoft.

In addition, the parties to the arrangement agreement have agreed to cooperate and use commercially reasonable efforts to obtain waivers, consents, clearances and approvals, if any, required in connection with the consummation of the transactions under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other similar federal, provincial, state or foreign laws. As of the date of this prospectus/proxy statement, Alithya and Edgewater have determined that no such waivers, consents, clearances and approvals are required in connection with the transactions. However, Alithya and Edgewater cannot assure you that government agencies or private parties will not initiate actions under applicable laws to challenge the transactions before or after they are completed. If any such waivers, consents, clearances and approvals are required by governmental agencies, they may impose requirements, limitations or costs or require divestitures or place restrictions on the conduct of New Alithya’s business after the closing. These requirements, limitations, costs, divestitures or restrictions could jeopardize or delay the consummation of the transactions or may reduce the anticipated benefits of the transactions. If Edgewater and Alithya agree to any material requirements, limitations, costs or restrictions in order to obtain any approvals required to consummate the transactions, these requirements, limitations, costs or restrictions could materially and adversely affect the anticipated benefits of the transactions. This could result in a failure to consummate these transactions or have a material adverse effect on New Alithya’s business and results of operations.

No assurance can be given that the required Edgewater stockholder approval and Alithya shareholder approval will be obtained or that the required closing conditions will be satisfied, and, even if all required waivers, consents and approvals are obtained and the closing conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. See “The Arrangement Agreement—Conditions to the Completion of the Merger and the Arrangement” beginning on page 133 for a discussion of the conditions to the completion of the transactions.

Edgewater may waive one or more of the conditions to the merger without resoliciting stockholder approval.

Edgewater may determine to waive, in whole or in part, one or more of the conditions to its obligations to complete the merger to the extent permitted by applicable laws. Edgewater will evaluate the materiality of any such waiver and its effect on its stockholders in light of the facts and circumstances at the time to determine whether any amendment of this prospectus/proxy statement and resolicitation of proxies would be required or warranted. In some cases, if Edgewater’s board of directors determines that such a waiver is warranted but that such waiver or its effect on its stockholders is not sufficiently material to warrant resolicitation of proxies, Edgewater has the discretion to complete the merger without seeking further stockholder approval. Any determination whether to waive any condition to the merger or as to resoliciting shareholder approval or amending this prospectus/proxy statement as a result of a waiver will be made by Edgewater at the time of such waiver based on the facts and circumstances as they exist at that time.

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Certain of Edgewater’s executive officers and directors have interests in the transactions in addition to those of other stockholders.

In considering the recommendations of the Edgewater board of directors with respect to the arrangement agreement, you should be aware that certain of Edgewater’s executive officers and directors have financial and other interests in the transactions in addition to interests they may have as stockholders. In particular, it is expected that certain members of the Edgewater board of directors and executive officers will become directors and executive officers of New Alithya, as described in “ The Merger and the Arrangement—Interests of Certain Persons in the Merger ” beginning on page 80. You should consider these interests in connection with your vote on the related proposal. See “ Stockholder Advisory Vote on Certain Compensatory Arrangements ” beginning on page 140.

As a result of the merger and arrangement, Alithya and Edgewater are expected to incur significant costs in connection with the consummation of the transactions and integration of Alithya and Edgewater into a single business, including legal, accounting, financial advisory and other costs.

Edgewater and Alithya have incurred significant legal, accounting, financial advisory and other costs, and the management teams of Edgewater and Alithya have devoted considerable time and effort in connection with the transactions. If the transactions are consummated, Alithya and Edgewater are expected to incur significant additional costs in connection with integrating their operations, products and personnel. These costs may include, among others, costs for employee redeployment, relocation or severance and integration of information systems. In addition, Alithya and Edgewater expect to incur a number of costs associated with combining the operations of the two companies, which cannot be estimated accurately at this time. Although Alithya and Edgewater expect that the elimination of duplicative costs, as well as the realization of other synergies related to the integration of the businesses, may offset incremental transaction and transaction-related costs over time, this net benefit may not be achieved in the near term, or at all.

If goodwill or other intangible assets that New Alithya records in connection with the transactions become impaired, New Alithya could have to take significant charges against earnings.

In connection with the accounting for the transactions, it is expected that New Alithya will record a goodwill and other intangible assets. Under IFRS, New Alithya must assess, at least annually and potentially more frequently, whether the value of goodwill and other indefinite-lived intangible assets has been impaired. Amortizing intangible assets will be assessed for impairment in the event of an impairment indicator. Any reduction or impairment of the value of goodwill or other intangible assets will result in a charge against earnings, which could materially adversely affect New Alithya’s results of operations and shareholders’ equity in future periods.

Existing Edgewater stockholders will have less influence on New Alithya’s management and policies following completion of the transactions than they now have on the management and policies of Edgewater.

Based on the number of New Alithya Shares to be issued upon consummation of the transactions (excluding any New Alithya Subordinate Voting Shares which may be issued to investors in Alithya’s anticipated private placement prior to or contemporaneously with the closing of the transactions), the former stockholders of Edgewater and the former shareholders of Alithya are expected to own approximately 42% and 58% of the total number of New Alithya Shares on a fully-diluted basis, respectively. However, because New Alithya Multiple Voting Shares will be issued only to those Alithya shareholders which now hold Alithya Multiple Voting Common Shares, the former stockholders of Edgewater and the former shareholders of Alithya are expected to, upon consummation of the transactions, own approximately 18% and 82% of the total voting power of the New Alithya Shares, respectively. As a result, existing Edgewater stockholders will have less influence on New Alithya’s management and policies following completion of the transactions than they now have on the management and policies of Edgewater.

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Until the completion of the transactions or the termination of the arrangement agreement in accordance with its terms, each of Edgewater and Alithya is prohibited from entering into certain transactions that might otherwise be beneficial to Edgewater, Edgewater’s stockholders, Alithya and/or Alithya’s shareholders.

During the period that the arrangement agreement is in effect, other than with the other party’s written consent, each of Edgewater and Alithya is subject to certain restrictions. See “ The Arrangement Agreement—Additional Agreements ” beginning on page 130. For example, without Alithya’s written consent, Edgewater is prohibited from making any acquisition that would be reasonably likely to prevent the transactions from occurring. The foregoing prohibition could have the effect of delaying other strategic transactions and may, in some cases, make it impossible to pursue other strategic transactions that are available only for a limited time.

Edgewater and Alithya have entered into support agreements with certain Edgewater stockholders and Alithya shareholders who owned in the aggregate approximately 17% of the outstanding shares of Edgewater Common Stock and approximately 79% of the voting power of all of the outstanding Alithya Shares as of the date of the arrangement agreement, and termination of the support agreements could result in significantly decreased support for the transactions.

The support agreements may be terminated upon the earliest to occur of, among other things, (i) a material breach by Edgewater or Alithya, as appropriate, of its representations, warranties and covenants in the arrangement agreement and (iii) the entry into, without the prior written consent of such stockholders, of any amendment of the arrangement agreement or other document providing for any decrease in or change in composition of the consideration to which such stockholders will be entitled to receive under the arrangement agreement upon completion of the transactions.

Edgewater stockholders will not be entitled to appraisal rights in the merger.

Appraisal rights are statutory rights under Delaware law that enable shareholders who object to certain extraordinary transactions to demand that the corporation pay such shareholders the fair value of their shares instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights will not be available to Edgewater stockholders in connection with the transactions contemplated by the arrangement agreement (including the merger).

Risks Related to Alithya

The pendency of the transactions could adversely affect Alithya’s business and operations.

In connection with the transactions, some of Alithya’s customers or vendors may delay or defer decisions, which could negatively affect Alithya’s revenues, earnings, cash flows and expenses, regardless of whether the transactions are completed. Similarly, Alithya’s current and prospective employees may experience uncertainty about their future roles with New Alithya, which may materially adversely affect Alithya’s ability to attract, retain and motivate key personnel during the pendency of the transactions and which may materially adversely divert attention from the daily activities of its existing employees. In addition, due to operating covenants in the arrangement agreement, Alithya may be unable, during the pendency of the transactions, to pursue strategic transactions, undertake significant capital projects, undertake certain significant financing transactions and otherwise pursue other actions that are not in the ordinary course of business, even if such actions would prove beneficial to Alithya. Further, the process of seeking to accomplish the transactions could also divert the focus of Alithya’s management from pursuing other opportunities that could be beneficial to it, without realizing any of the benefits which might have resulted had the transactions been completed.

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Failure to consummate the transactions could negatively impact the future business and financial results of Alithya.

If the transactions are not consummated, the ongoing business of Alithya may be materially and adversely affected and, without realizing any of the benefits of having consummated the transactions, Alithya will be subject to a number of risks, including the following:

If the transactions are not consummated, these risks may materialize and may materially and adversely affect Alithya’s business and financial results.

Alithya relies on highly-trained and experienced personnel.

Alithya’s future success depends in large part on its ability to attract new qualified employees and retain existing highly-trained and experienced technical consultants, project management consultants, business analysts and sales and marketing professionals of various experience levels. The markets that Alithya serves are highly competitive and competition for skilled employees in the technology consulting industry is intense. If Alithya fails to attract new employees or retain its existing employees, Alithya may be unable to complete existing projects or bid for new projects of similar size, which could adversely affect its revenues. While attracting and retaining experienced employees is critical to Alithya’s business and growth strategy, maintaining its current employee base may be difficult. Even if Alithya is able to grow and expand its employee base, the additional resources required to attract new employees and retain existing employees may adversely affect its operating margins.

Alithya may be adversely affected by material changes with its major customers.

Alithya’s business could be adversely affected by material changes to its strategic relationship with its major customers. The business generated from three customers represented more than 53% of Alithya’s revenue for the fiscal year ended March 31, 2017 and the business generated from two customers represented more than 43% of Alithya’s revenue for the fiscal year ended March 31, 2018. A failure to renew these contractual relationships, or a material modification or change in a customer’s approach or its contract terms, for any reason, could have a material adverse impact on Alithya’s results of operations.

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Alithya’s business could be adversely affected by a significant or prolonged economic downturn.

Alithya’s results of operations are affected by the level of business activity of its customers, which in turn is affected by the level of economic activity in the industries and markets that they serve. A decline in the level of business activity of Alithya’s customers could continue to have a material adverse effect on its revenue and profit margin. Future economic conditions could cause some customers to reduce or defer their expenditures for consulting services. Alithya has implemented and will continue to implement cost-savings initiatives to manage its expenses as a percentage of revenue. However, current and future cost-management initiatives may not be sufficient to avoid reductions in Alithya’s margins if the economic environment should weaken for a prolonged period.

Alithya’s business, results of operations and financial condition will suffer if it fails to enhance its existing services and solutions and to develop new services and solutions that allow Alithya to keep pace with rapidly evolving technological developments, including the demand for digital technologies and services.

The markets for technology, digital and outsourcing services are characterized by rapid technological change, evolving industry standards, changing customer preferences and new product and service introductions. Alithya is currently in the midst of a shift towards increasing customer demand for digital technologies and services. Alithya’s future success will depend on its ability to develop digital and other services and solutions that keep pace with changes in the markets in which it operates. Alithya may not be successful in developing digital and other new services and solutions addressing evolving technologies in a timely or cost-effective manner or that any services and solutions it does develop will be successful in the marketplace. Alithya’s failure to address the demands of the rapidly evolving technological environment could have a material adverse effect on its ability to retain and attract customers and on its competitive position, which could in turn have a material adverse effect on its business, results of operations and financial condition.

System failures, system outages or operational disruptions in Alithya’s communications or IT systems and infrastructure could negatively impact its operations and ability to provide its services and solutions, which would have an adverse effect on its business, results of operations and financial condition.

To deliver its services and solutions to its customers, Alithya relies upon high speed networks, including satellite, fiber optic and land lines operated by third parties, to provide active voice and data communications 24 hours per day between its main operating offices, other global delivery centers and the offices of its customers and associates worldwide. Any systems failure or outage or a significant disruption in such communications or in Alithya’s information technology (“IT”) systems and infrastructure could result in curtailed operations, a loss of customers and reputational damage, which would have an adverse effect on Alithya’s business, results of operations and financial condition.

Alithya has a history of net losses, and it may not achieve or maintain profitability in the future.

Alithya generated a net loss of $2.9 million and $7.2 million for the fiscal years ended March 31, 2017 and 2018, respectively. Alithya intends to continue to expend significant funds to increase its capability to win new contracts, expand and improve its existing operations and make additional acquisitions. As it continues to grow, Alithya expects the aggregate amount of these expenses will also continue to grow. Alithya’s efforts to grow its business may be more costly than it expects and it may not be able to increase its revenue enough to offset higher operating expenses. Alithya may incur significant losses in the future for a number of reasons, including as a result of unforeseen expenses, difficulties, complications and delays, the other risks described in this prospectus/proxy statement and other unknown events. The amount of future net losses will depend, in part, on the growth of Alithya’s future expenses and its ability to generate revenue. If Alithya continues to incur losses in the future, the net losses and negative cash flows incurred to date, together with any such future losses, may have an adverse effect on New Alithya shareholders’ equity and working capital.

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Alithya may be unable to implement its strategy of growing through acquisitions.

Alithya’s ability to grow through acquisitions requires that it identifies suitable acquisition targets and that it correctly evaluates their potential as transactions that will meet Alithya’s financial and operational objectives. There can be no assurance that Alithya will be able to identify suitable acquisition candidates and consummate additional acquisitions that meet its economic thresholds, or that future acquisitions will be successfully integrated into its operations and yield the tangible accretive value that had been expected. If Alithya is unable to implement its strategy, it will likely be unable to maintain its historic or expected growth rates.

The successful integration of new operations arising from Alithya’s acquisition strategy requires that a substantial amount of management time and attention be focused on integration tasks. Management time that is devoted to integration activities may detract from management’s normal operations focus with resulting pressure on the revenues and earnings from its existing operations. In addition, Alithya may face complex and potentially time-consuming challenges in implementing the uniform standards, controls, procedures and policies across new operations when harmonizing their activities with those of its existing business units. Integration activities can result in unanticipated operational problems, expenses and liabilities. If Alithya is not successful in executing its integration strategies in a timely and cost-effective manner, it will have difficulty achieving its growth and profitability objectives.

If Alithya does not continue to improve its operational, financial and other internal controls and systems to manage its growth and size, its business, results of operations and financial condition could be adversely affected.

Alithya’s historic and anticipated growth will continue to place significant demands on its management and other resources, and will require Alithya to continue to develop and improve its operational, financial and other internal controls. In particular, Alithya’s growth has presented and will continue to present challenges with respect to:

In addition, the increasing size and scope of Alithya’s operations increase the possibility that a member of its personnel will engage in unlawful or fraudulent activity, breach its contractual obligations, or otherwise expose Alithya to unacceptable business risks, despite its efforts to train its people and maintain internal controls to prevent such instances. If Alithya does not continue to develop and implement the right processes and tools to manage its enterprise, its business, results of operations and financial condition could be adversely affected.

Alithya’s business and financial results may fluctuate.

Alithya’s ability to maintain and increase its revenue is affected not only by its success in implementing its strategy, but also by a number of other factors, which could cause Alithya’s financial results to fluctuate. These factors include:

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These, and other factors, make it difficult to predict financial results for any given period.

In addition, the proportion of revenues that Alithya generates from its consulting services in comparison to revenues generated from its remote delivery centers may fluctuate at times. The sources of Alithya’s revenues are affected by acquisitions or other transactions. An increased exposure to revenue from consulting service projects may result in greater quarterly revenue variations, as the revenue from consulting services does not provide long-term consistency in revenue.

Alithya may be unable to accurately estimate its tax obligations.

In estimating its income tax payable, Alithya uses accounting principles to determine income tax positions that are likely to be sustained by applicable tax authorities. However, there is no assurance that Alithya’s tax benefits or tax liability will not materially differ from its estimates or expectations. The tax legislation, regulation and interpretation that apply to Alithya’s operations are continually changing. In addition, future tax benefits and liabilities are dependent on factors that are inherently uncertain and subject to change, including future earnings, future tax rates, and anticipated business mix in the various jurisdictions in which Alithya operates. Moreover, Alithya’s tax returns are continually subject to review by applicable tax authorities. These tax authorities determine the actual amounts of taxes payable or receivable, of any future tax benefits or liabilities and of income tax expense that Alithya may ultimately recognize. Such determinations may become final and binding on Alithya.

Any of the aforementioned factors could have a material adverse effect on Alithya’s net income or cash flow by affecting its operations and profitability, the availability of tax credits, the cost of the services it provides, and the availability of deductions for operating losses as it develops its international service delivery capabilities.

Benefits received by Alithya from government sponsored programs may not be sustained.

Alithya benefits from government sponsored programs designed to support research and development, labor and economic growth in Québec, Canada. Government programs reflect government policy and depend on various political and economic factors. There can be no assurance that such government programs will continue to be available to Alithya in the future, or will not be reduced, amended or eliminated. Any future government program reductions or eliminations or other amendments to the tax credit programs could increase operating or capital expenditures incurred by Alithya and have a material adverse effect on its net earnings or cash flow.

Alithya increasingly provides complex services and solutions for its customers and, if Alithya does not satisfy customer expectations, Alithya business, results of operations and financial condition could be harmed.

The increased breadth of Alithya’s service and solution offerings has resulted and may continue to result in larger and more complex projects with its customers. This requires Alithya to establish closer relationships with its customers and achieve a thorough understanding of their operations. Alithya’s ability to establish such relationships depends on a number of factors, including the proficiency of its professionals and its management personnel. Alithya’s failure to understand its customer requirements or its failure to deliver services and solutions that meet the requirements specified by its customers could result in termination of customer contracts and potential liability for significant penalties or damages, any of which could have a material adverse effect on Alithya’s business, results of operations and financial condition.

Alithya faces early termination risk from its customers.

If Alithya fails to deliver its services according to contractual agreements, some of its clients could elect to terminate contracts before their agreed expiry date, which would result in a reduction Alithya’s earnings and cash

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flow and may impact the value of its backlog of orders. Early contract termination can result from the exercise of a legal right or when circumstances that are beyond its control or beyond the control of Alithya’s client prevent the contract from continuing. In cases of early termination, Alithya may not be able to eliminate ongoing costs incurred to support the contract.

Alithya may be unable to accurately estimate the costs of its services.

In order to generate acceptable margins, Alithya’s pricing for services depends on its ability to accurately estimate the costs and timing for completing projects, which can be based on a client’s bid specification, sometimes in advance of the final determination of the full scope and design of the contract. In addition, a portion of Alithya’s project-oriented contracts are performed on a fixed-price basis. Billing for fixed-price engagements is carried out in accordance with the contractual terms agreed upon with Alithya’s client, and revenue is recognized based on the percentage of effort incurred to date in relation to the total estimated efforts to be incurred over the duration of the respective contract. These estimates reflect Alithya’s best judgement regarding the efficiencies of its methodologies and professionals as it plans to apply them to the contracts in accordance with Alithya’s standards of contract management. If Alithya is unsuccessful in accurately estimating the time or resources required to fulfill its obligations under a contract, or if unexpected factors, including those outside of its control, arise, there may be an impact on costs or the delivery schedule which could have a material adverse effect on Alithya’s expected net earnings.

Alithya faces risks related to teaming agreements and subcontracts.

Alithya derives revenue from contracts where it enters into teaming agreements with other providers. In some teaming agreements, Alithya is the primary contractor, whereas in others, Alithya acts as a subcontractor. In both cases, Alithya relies upon its relationships with other providers to generate business and it expects to do so in the foreseeable future. Where Alithya acts as the primary contractor, if it fails to maintain its relationships with other providers, Alithya may have difficulty attracting suitable participants in its teaming agreements. Similarly, where it acts as subcontractor, if its relationships are impaired, other providers might reduce the work they award to Alithya, award that work to Alithya’s competitors or choose to offer the services directly to the client in order to compete with Alithya’s business. In either case, if Alithya fails to maintain its relationship with these providers or if its relationship with these providers is otherwise impaired, Alithya’s business, prospects, financial condition and operating results could be materially adversely affected.

Alithya depends on its partners’ ability to deliver on their commitments.

Increasingly large and complex contracts may require Alithya to rely upon third party subcontractors, including software and hardware vendors, to help Alithya fulfill its commitments. Under such circumstances, Alithya’s success depends on the ability of the third parties to perform their obligations within agreed upon budgets and timeframes. If Alithya’s partners fail to deliver, Alithya’s ability to complete the contract may be adversely affected, which could have an unfavorable impact on its profitability. In addition, Alithya may not be able to replace the functions provided by these third parties if their software components or products become obsolete, defective or incompatible with future versions of Alithya’s products or with Alithya’s services and solutions, or if they are not adequately maintained or updated. Third-party suppliers of software or other intellectual property assets could also be unwilling to permit Alithya to use or to continue to use their intellectual property and this could impede or disrupt use of their products or services by Alithya’s customers and Alithya.

If Alithya is unable to collect from its customers for its work, its business, results of operations and financial condition could be adversely affected.

Alithya’s business depends on its ability to successfully obtain payment from its customers for work performed. Alithya evaluates the financial condition of its customers and usually bills and collects on relatively short cycles. There is no guarantee that Alithya will accurately assess the creditworthiness of its customers.

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Alithya maintains allowances against trade accounts receivable and unbilled accounts receivable. Actual losses on customer balances could differ from those that Alithya currently anticipates and, as a result, Alithya might need to adjust its allowances. As at March 31, 2018, amounts owing from two customers represented, individually, more than 10% of Alithya’s total trade accounts receivables and, together, 41% of the total trade accounts receivables. The most significant single customer accounted for $8.9 million, or 26%, of accounts receivables as at March 31, 2018.

Macroeconomic conditions could also result in financial difficulties for Alithya’s customers, including limited access to the credit markets, insolvency or bankruptcy, and, as a result, could cause customers to delay payments to Alithya, request modifications to their payment arrangements that could increase Alithya’s receivables balance, or default on their payment obligations to Alithya. Timely collection of customer balances also depends on Alithya’s ability to complete its contractual commitments and bill and collect its contracted fees. If Alithya does work for a customer but is nevertheless unable to meet its contractual commitments, Alithya may not be entitled to collect for its work or may collect reduced amounts or experience delays in collection. Any delay or inability to collect from Alithya’s customers for its work may adversely affect its business, results of operations, cash flows and financial condition.

Alithya faces guarantee and indemnification risks.

In the normal course of business, Alithya enters into agreements that may provide for indemnification and guarantees to counterparties in transactions such as consulting services, business divestitures, lease agreements and financial obligations. These indemnification undertakings and guarantees may require Alithya to compensate counterparties for costs and losses incurred as a result of various events, including breaches of representations and warranties, intellectual property right infringement, claims that may arise while providing services or as a result of litigation that may be suffered by counterparties. If Alithya is required to compensate counterparties due to such arrangements, its business, prospects, financial condition and operating results could be materially adversely affected.

Alithya faces risk related to human resources utilization rates.

In order to maintain and grow revenue levels, Alithya has to maintain the appropriate availability of professional resources in each of its geographic regions by having a high utilization rate while still being able to assign additional resources to new work. Maintaining an efficient utilization rate requires Alithya to forecast its need for professional resources accurately and to manage recruitment activities, professional training programs, attrition rates and restructuring programs appropriately. To the extent that it fails to do so, or to the extent that laws and regulations, restrict its ability to do so, Alithya’s utilization rates may be reduced and thereby adversely affect its revenue and profitability. In addition, Alithya may find that it does not have sufficient resources to deploy against new business opportunities, in which case its ability to grow its revenue would suffer.

Alithya faces risks in providing services for government departments and agencies.

Changes in government spending policies or budget priorities could directly affect Alithya’s financial performance. Among the factors that could harm Alithya’s government contracting business are:

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These or other factors could cause government agencies and departments to reduce their purchases under contracts, to exercise their right to terminate contracts, to issue temporary stop work orders, or not to exercise options to renew contracts, any of which would cause Alithya to lose future revenue. Government spending reductions or budget cutbacks at these departments or agencies could materially harm Alithya’s continued performance under these contracts, or limit the awarding of additional contracts from these agencies.

Alithya faces regulatory risks.

Alithya’s operations require compliance with laws on many matters in different jurisdictions, including anti-corruption, trade restrictions, immigration, taxation, antitrust, data privacy and labor relations. Complying with these diverse requirements is a challenge and consumes significant resources. Some of these laws may impose conflicting requirements or restrictions on the repatriation of Alithya’s earnings and thereby reduce its earnings. These legal requirements may also expose Alithya to potential penalties for non-compliance and harm its reputation.

Alithya may face legal claims made against its work.

Alithya creates, implements and maintains IT solutions that are often critical to the operations of its clients’ businesses. Alithya’s ability to complete large projects as expected could be adversely affected by unanticipated delays, renegotiations, and changing client requirements or project delays. Also, Alithya’s solutions may suffer from defects that adversely affect their performance, may not meet its clients’ requirements or may fail to perform in accordance with applicable service levels. Such problems could subject Alithya to legal liability, which could materially adversely affect its business, operating results and financial condition, and may negatively affect its professional reputation. Alithya uses reasonable efforts to include provisions in its contracts which are designed to limit its exposure to legal claims relating to its services and the applications it develops. However, Alithya may not always be able to include such provisions and, where it is successful in doing so, they may not protect Alithya adequately or may not be enforceable under some circumstances or under the laws of some jurisdictions.

Alithya faces security and cybersecurity risks.

In the current environment, there are numerous and evolving security risks, especially from cybersecurity threats, including criminal hackers, hacktivists, state sponsored organizations, industrial espionage, employee misconduct, and human or technological error. Alithya’s business could be negatively impacted by these physical and cybersecurity threats, which could affect its future sales and financial position or increase its costs and expenses. These security risks to Alithya include potential attacks not only on its own products, services and systems, but also those of its clients, contractors, business partners, vendors and other third parties. Alithya seeks to detect and investigate all security incidents and to prevent their occurrence or recurrence by investing in data privacy controls, threat protections, detection and mitigation policies, procedures and controls. However, because of the evolving nature and sophistication of these security threats, Alithya may be unable to detect or prevent all of these threats. As the cybersecurity landscape evolves, Alithya may also find it necessary to make further significant investments to protect data and infrastructure. Occurrence of any of these aforementioned security threats could expose Alithya, its clients or other third parties to potential liability, litigation, and regulatory action, as well as the loss of client confidence, loss of existing or potential clients, loss of sensitive government contracts, damage to brand and reputation and other financial loss.

Alithya faces legal, reputational and financial risks from security breaches or disclosure of sensitive data or failure to comply with data protection laws and regulations.

Alithya is dependent on IT networks and systems to process, transmit, host and securely store electronic information and to communicate among its locations around the world and with its customers, suppliers and partners. Security breaches, employee malfeasance, or human or technological error could lead to shutdowns or disruptions of Alithya’s operations and potential unauthorized disclosure of sensitive data, which in turn could

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jeopardize projects that are critical to the operations of Alithya’s customers’ businesses. The theft and/or unauthorized use or publication of Alithya’s or its customers’ confidential information or other proprietary business information as a result of such an incident could adversely affect Alithya’s competitive position and reduce marketplace acceptance of its services. Any failure in the networks or computer systems used by Alithya or its customers could result in a claim for substantial damages against Alithya and significant reputational harm, regardless of Alithya’s responsibility for the failure.

In addition, as a global service provider with customers in a broad range of industries, Alithya often has access to or are required to manage, utilize, collect and store sensitive data subject to various regulatory regimes, including but not limited to U.S. or Canadian federal and state or provincial laws governing the protection of personal financial and health and the European Union’s General Data Protection Regulation. If unauthorized access to or disclosure of such data in Alithya’s possession or control occurs or it otherwise fails to comply with applicable laws and regulations in this regard, Alithya could be exposed to civil or criminal enforcement actions and penalties in connection with any violation of applicable data protection laws, as well as lawsuits brought by its customers, its customers’ customers, their clients or others for breaching contractual confidentiality and security provisions or data protection laws. Laws and expectations relating to data protections continue to evolve in ways that may limit Alithya’s access, use and disclosure of sensitive data, and may require increased expenditures by Alithya or may dictate that it not offer certain types of services.

Alithya may not be able to protect its intellectual property rights.

Alithya has registered, and applied for the registration of, U.S. and international trademarks, service marks, domain names and copyrights. Alithya also owns or is licensed under a number of patents, trademarks, copyrights, and licenses, which vary in duration, relating to its products and services. Existing trade secret and copyright laws afford Alithya only limited protection. Third parties may attempt to disclose, obtain or use Alithya’s products, solutions or technologies. Others may independently develop and obtain patents or copyrights for technologies that are similar or superior to Alithya’s technologies. If that happens, Alithya may need to license these technologies and it may not be able to obtain licenses on reasonable terms, if at all. If Alithya is unsuccessful in any future intellectual property litigation, it may be forced to do one or more of the following:

Generally, Alithya develops software applications for specific customer engagements. Issues relating to ownership of and rights to use software applications and frameworks can be complicated. Also, Alithya may have to pay economic damages in these disputes, which could adversely affect its results of operations and financial condition.

Alithya faces reputational risks.

Alithya’s reputation as a capable and trustworthy service provider and long-term business partner is key to its ability to compete effectively in the market for IT services. The nature of Alithya’s operations exposes it to the potential loss, unauthorized access to, or destruction of its clients’ information, as well as temporary service interruptions. Depending on the nature of the information or services, such events may have a negative impact on how Alithya is perceived in the marketplace. Under such circumstances, Alithya’s ability to obtain new clients and retain existing clients could suffer with a resulting impact on its revenue and net earnings.

Alithya faces internal controls risks.

Due to the inherent limitations of internal controls including the circumvention or overriding of controls or fraud, there can only be reasonable assurance that Alithya’s internal controls will detect and prevent a

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misstatement. If Alithya is unable to design, implement, monitor and maintain effective internal controls throughout its different business environments, the efficiency of its operations might suffer, resulting in a decline in revenue and profitability, and the accuracy of its financial reporting could be impaired.

Alithya faces liquidity and funding risks.

Alithya’s future growth is contingent on the execution of its business strategy, which, in turn, is dependent on its ability to grow the business organically as well as through business acquisitions. In the event Alithya would need to raise additional funds through equity or debt financing to fund any currently unidentified or unplanned future acquisitions and other growth opportunities, such financing may not be available in amounts and on terms acceptable to Alithya. Prior to or contemporaneously with the closing of the transactions, Alithya intends to raise up to $50.0 million (plus up to an additional 15% of the offering amount as the underwriters’ option to purchase additional securities) for general corporate purposes, growth opportunities and repayment of the outstanding amount under Edgewater’s existing revolving credit facility in connection with the payment of the Edgewater special dividend discussed above, through a private placement of subscription receipts that will convert into New Alithya Subordinate Voting Shares upon closing of the transactions. Alithya’s ability to raise the required funding depends on the capacity of the capital markets to meet its equity and/or debt financing needs in a timely fashion and on the basis of interest rates and/or share prices that are reasonable in the context of its commercial objectives. Increasing interest rates and the capacity of Alithya’s current lenders to meet its additional liquidity requirements are all factors that may have a material adverse effect on any acquisitions or growth activities that Alithya may, in the future, identify or plan. If Alithya is unable to obtain the necessary funding, it may be unable to achieve its growth objectives.

In addition, the continued availability of Alithya’s existing debt financing is subject to Alithya’s ability to comply with certain financial and operational covenants specified in the underlying loan agreements. Alithya was in compliance with all such covenants at March 31, 2017, but was in breach of the liquidity covenant at March 31, 2018. Alithya obtained a waiver of agreement from Fonds de Solidarité FTQ for the period starting March 31, 2018 until March 31, 2019, to modify the liquidity ratio financial covenant from 1.2:1.0 to 1.0:1.0. Subsequent to March 31, 2018, Alithya also obtained a waiver of agreement from its short-term lender, the Canadian Imperial Bank of Commerce (“CIBC”), in relation to the same financial covenant. These covenants may limit Alithya’s flexibility to pursue certain strategies or incur additional debt. If Alithya fails to meet or satisfy any of these covenants, it would be in default under these agreements and its indebtedness could be declared due and payable. In addition, Alithya’s lenders could terminate their commitments under the credit facilities. Further, any such default could make it more difficult for Alithya to obtain new financing to satisfy its liquidity requirements.

Alithya faces foreign exchange risk.

The majority of Alithya’s revenue and costs are denominated in Canadian dollars. At March 31, 2018, Alithya held net financial assets denominated in Euros of approximately €0.24 million. Euro foreign exchange fluctuations impact the results of Alithya’s operations as they are reported in Canadian dollars. This risk is partially mitigated by a natural hedge in matching Alithya’s costs with revenue denominated in the same currency. However, volatility in exchange rates could have an adverse effect on Alithya’s business, financial condition and results of operations.

Alithya faces intense competition in the IT and management consulting services market.

Competition in the IT and management consulting services market is intense and Alithya may lose projects to, or face pricing pressure from, its competitors or prospective customers’ internal IT departments. The market for IT and management consulting providers is highly competitive. In many cases, Alithya competes for specialty IT services work with in-house technical staff, and other international IT and management consulting firms. In addition, there are many small, boutique technology management consulting firms that have developed services

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similar to those offered by Alithya. Alithya believes that competition will continue to be strong and may increase in the future, especially if Alithya’s competitors continue to reduce their price for IT and management consulting services. Any pricing pressure could have a material adverse impact on Alithya’s revenues and margins and limit its ability to provide competitive services.

Alithya’s target market is rapidly evolving and is subject to continuous technological change. As a result, Alithya’s competitors may be better positioned to address these developments or may react more favorably to these changes, which could have a material adverse effect on Alithya’s business. Alithya competes on the basis of a number of factors, many of which may be beyond its control. Existing or future competitors may develop or offer IT and management consulting services that provide significant technological, creative, performance, price or other advantages over the services Alithya offers.

Some of Alithya’s competitors have longer operating histories and significantly greater financial, technical, marketing and managerial resources than Alithya. There are relatively low barriers to entry in Alithya’s business. Alithya currently has no patented or other proprietary technology that would preclude or inhibit competitors from entering its IT services market. Therefore, Alithya must rely on the skill of its personnel and the quality of its customer service. The costs to start an IT and management consulting services firm are relatively low. Alithya expects that it will continue to face additional competition from new entrants into the market in the future, offshore providers and larger integrators and it is subject to the risk that its employees may leave and start competing businesses. Any one or more of these factors could have a material adverse impact on Alithya’s business.

Alithya depends on certain key personnel.

Alithya depends on certain key personnel, and the loss of their services may adversely affect Alithya’s business. Alithya believes that its success depends on the continued employment of its senior management team and other key personnel. This dependence is particularly important to Alithya’s business because personal relationships are a critical element in obtaining and maintaining customer engagements. If one or more members of Alithya’s senior management team or other key personnel were unable or unwilling to continue in their present positions, Alithya’s business could be adversely affected. Furthermore, other companies seeking to develop in-house business capabilities may hire away some of Alithya’s key personnel.

Risks Related to Edgewater

Edgewater is, and will continue to be, subject to the risks described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 under the heading “ Risk Factors ,” which is incorporated by reference into this prospectus/proxy statement. See “Where You Can Find More Information” beginning on page 236.

Risks Related to New Alithya

The combination of the businesses currently conducted by Alithya and Edgewater will create numerous risks and uncertainties, which could adversely affect New Alithya’s operating results or prevent New Alithya from realizing the expected benefits of the merger and the arrangement.

Strategic transactions like the merger and the arrangement create numerous uncertainties and risks and require significant efforts and expenditures. Alithya will transition from a private Québec company to being part of a combined public company anticipated to be listed on NASDAQ and the TSX. This combination will entail many changes, including the integration of Edgewater and its personnel with those of Alithya, and changes in systems. These transition activities are complex, and New Alithya may encounter unexpected difficulties or incur unexpected costs, including:

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If any of these factors impairs New Alithya’s ability to integrate the operations of Edgewater with those of Alithya successfully or on a timely basis, New Alithya may not be able to realize the anticipated synergies, business opportunities and growth prospects from combining the businesses. In addition, New Alithya may be required to spend additional time or money on integration that otherwise would be spent on the development and expansion of its business.

In addition, the market price of New Alithya Subordinate Voting Shares may decline following the business combination if, among other things, the integration of Alithya and Edgewater is unsuccessful, takes longer than expected or fails to achieve financial benefits to the extent anticipated by financial analysts or investors, or the effect of the business combination on the financial results of New Alithya is otherwise not consistent with the expectations of financial analysts or investors.

Alithya and Edgewater have a history of losses and, as a result, New Alithya may not be able to achieve or maintain profitability following closing of the transactions.

New Alithya currently has no assets and no operations. Upon closing of the transactions, the business of New Alithya will be the business of Alithya and Edgewater. Alithya generated a net loss of $2.9 million and $7.2 million for the fiscal years ended March 31, 2017 and 2018, respectively, and Edgewater generated a net loss of U.S.$2.8 million and U.S.$29.1 million for the fiscal years ended December 31, 2016 and December 31, 2017, respectively. Following closing of the transactions, New Alithya intends to continue to expend significant funds to increase its capability to win new contracts, expand and improve its existing operations and make additional acquisitions. As it continues to grow, New Alithya expects the aggregate amount of these expenses will also continue to grow. New Alithya’s efforts to grow its business may be more costly than it expects and it may not be able to increase its revenue enough to offset higher operating expenses. New Alithya may incur significant losses in the future for a number of reasons, including as a result of unforeseen expenses, difficulties, complication and delays, the other risks described in this prospectus/proxy statement and other unknown events. The amount of future net losses, if any, will depend, in part, on the growth of New Alithya’s future expenses and its ability to generate revenue. Any future net losses of New Alithya or its inability to maintain profitability and, positive cash flows from operating activities, among other things, may have an adverse effect on New Alithya shareholders’ equity and working capital.

Loss of key personnel could impair the integration of Alithya and Edgewater, lead to loss of customers and a decline in revenues or adversely affect the operations of New Alithya.

The success of New Alithya after the completion of the merger and the arrangement will depend, in part, upon its ability to retain key employees, especially during the integration phase of the two businesses. Current and prospective employees of Edgewater and Alithya might experience uncertainty about their future roles with New Alithya following completion of the transactions, which might materially and adversely affect Edgewater’s and New Alithya’s ability to retain key managers and other employees. In addition, competition for qualified personnel in the technology consulting industry is very intense. If Edgewater or Alithya loses key personnel or New Alithya is unable to attract, retain and motivate qualified individuals or the associated costs to New Alithya increase significantly, New Alithya’s business could be materially and adversely affected.

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New Alithya will be subject to the risks that are currently applicable to Alithya and Edgewater.

New Alithya will be subject to the risks that are currently applicable to Alithya and Edgewater, which are described, in the case of Alithya, under “ —Risks Related to Alithya ” above and, in the case of Edgewater, in its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 under the heading “ Risk Factors ,” which is incorporated by reference into this prospectus/proxy statement. If any of these shared risks occur, New Alithya’s business, financial condition, results of operations and prospects could be adversely affected.

Growing the business of New Alithya will require the commitment of substantial resources, which could result in future losses or otherwise limit the opportunities of New Alithya.

Growing the New Alithya business over the longer-term may require commitment of continued investment in the operations of New Alithya. New Alithya’s future capital requirements will depend on many factors, including many of those discussed above, such as:

New Alithya’s funds may not be sufficient to fund these activities if opportunities arise, and New Alithya may be unable to expand its business if it does not have sufficient capital or cannot borrow or raise additional capital on attractive terms.

The unaudited pro forma consolidated financial information and the unaudited prospective financial information included elsewhere in this prospectus/proxy statement may not be representative of New Alithya’s results and financial condition after the completion of the transactions.

The unaudited pro forma consolidated financial information and the unaudited prospective financial information included elsewhere in this prospectus/proxy statement have been presented for informational purposes only and are not necessarily indicative of the financial position, cash flows or results of operations that New Alithya actually would have experienced had the transactions been completed as of the dates indicated, nor are such information indicative of the future operating results or financial condition of New Alithya following the completion of the transactions. Such unaudited pro forma consolidated financial information and unaudited prospective financial information therefore do not reflect future events that may occur after the completion of the transactions.

The unaudited pro forma consolidated financial information and the unaudited prospective financial information are based on numerous variables, assumptions and/or estimates regarding the transactions that Edgewater and Alithya believe are reasonable under the circumstances, but neither Edgewater nor Alithya can assure you that the variables, assumptions and/or estimates will prove to be accurate over time. The variables, assumptions and/or estimates used in preparing such information may not prove to be accurate and other factors may affect New Alithya’s actual results and financial condition after the completion of the transactions, which may cause New Alithya’s actual results and financial condition to differ materially from the results and financial condition contemplated in the unaudited pro forma consolidated financial information and the unaudited prospective financial information.

New Alithya will face other risks.

The foregoing risks are not exhaustive, and you should be aware that, following the completion of the transactions, New Alithya will face various other risks, including those to be discussed in reports filed by New Alithya with the SEC. See “ Where You Can Find More Information ” beginning on page 236.

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Risks Related to New Alithya Subordinate Voting Shares

Holders of New Alithya Subordinate Voting Shares have limited voting rights as compared to holders of New Alithya Multiple Voting Shares.

We cannot predict the impact New Alithya’s capital structure may have on the market price of New Alithya Subordinate Voting Shares. New Alithya Multiple Voting Shares will be similar to New Alithya Subordinate Voting Shares except that each New Alithya Multiple Voting Share will have ten times the voting rights of each New Alithya Subordinate Voting Share. Because New Alithya Multiple Voting Shares will be issued only to those Alithya shareholders which now hold Alithya Multiple Voting Shares, based on the number of New Alithya Shares to be issued upon consummation of the transactions (excluding any New Alithya Subordinate Voting Shares which may be issued to investors in Alithya’s anticipated private placement prior to or contemporaneously with the closing of the transactions), the former stockholders of Edgewater and the former shareholders of Alithya are expected to own approximately 18% and 82% of the total voting power of New Alithya Shares, respectively.

In addition, Paul Raymond, the expected President, Chief Executive Officer and director of New Alithya, Pierre Turcotte, an expected director of New Alithya, and Ghyslain Rivard, an expected director of New Alithya, are expected to collectively own or have voting control over 7,863,529 New Alithya Multiple Voting Shares, representing approximately 66.9% of the total voting power of New Alithya Shares, upon closing of the transactions. Upon consummation of the transactions, Messrs. Raymond, Turcotte and Rivard also intend to enter into a voting agreement, pursuant to which Messrs. Raymond, Turcotte and Rivard will agree to, among other things, vote all of the New Alithya Shares under their control in accordance with decisions made by a majority of them, subject to certain exceptions. See “ Information about New Alithya—Principal Shareholders—Voting Agreement .” As a result, holders of New Alithya Multiple Voting Shares (including Messrs. Raymond, Turcotte and Rivard) will have a disproportionate level of control over matters submitted to New Alithya shareholders for approval. This concentrated control may reduce other shareholders’ ability to influence corporate matters and, as a result, New Alithya may take actions that its other shareholders do not view as beneficial. As a result, the market price of New Alithya Subordinate Voting Shares could be adversely affected.

The market price of New Alithya Subordinate Voting Shares may be volatile, and the value of your investment could materially decline.

Edgewater stockholders and Alithya shareholders who receive New Alithya Subordinate Voting Shares in the transactions may not be able to sell their shares at or above the price at which they purchased their Edgewater Common Stock or Alithya Shares, as the case may be. The prices of Edgewater Common Stock have fluctuated materially from time to time, and New Alithya cannot predict the price of New Alithya Subordinate Voting Shares. The risk factors described above could cause the price of New Alithya Subordinate Voting Shares to fluctuate materially. In addition, the stock market in general, including the market for securities of IT consulting companies, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. These broad market and industry factors may materially harm the market price of New Alithya Subordinate Voting Shares, regardless of New Alithya’s operating performance. In addition, the New Alithya Subordinate Voting Share price may be dependent upon the valuations and recommendations of the analysts who cover the New Alithya business, and if New Alithya’s results do not meet the analysts’ forecasts and expectations, New Alithya’s share price could decline as a result of analysts lowering their valuations and recommendations or otherwise. In the past, following periods of volatility in the market, securities class-action litigation has often been instituted against companies. Such litigation, if instituted against New Alithya, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect New Alithya’s business, financial condition, results of operations and growth prospects.

Future sales of New Alithya Subordinate Voting Shares in the public market could cause volatility in the price of New Alithya Subordinate Voting Shares or cause the share price to fall.

Sales of a substantial number of New Alithya Subordinate Voting Shares in the public market, or the perception that these sales might occur, could depress the market price of New Alithya Subordinate Voting Shares, and could

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impair New Alithya’s ability to raise capital through the sale of additional equity securities. Subject to the terms of the 12-months lock-up agreements which they will enter into with New Alithya in connection with the closing of the transactions, the key Alithya shareholders and Edgewater stockholders, which are expected to hold approximately 57.3% of the New Alithya Shares estimated to be outstanding upon closing of the transactions, may enter into sale, hedging or other transactions with respect to the New Alithya Subordinate Voting Shares that they will receive as consideration in the transactions.

The New Alithya Subordinate Voting Shares to be received by Edgewater stockholders in connection with the merger will have different rights from the Edgewater Common Stock.

Upon consummation of the merger, Edgewater stockholders will become New Alithya shareholders and their rights as shareholders will be governed by applicable Québec laws and the New Alithya articles of incorporation and by-laws. The rights associated with Edgewater Common Stock are different from the rights associated with New Alithya Subordinate Voting Shares. See “Comparison of the Rights of Holders of Edgewater Common Stock and New Alithya Subordinate Voting Shares” beginning on page 219.

In particular, in addition to the New Alithya Subordinate Voting Shares which will be issued to the Edgewater stockholders and the current Alithya shareholders who now hold Alithya Common Shares, New Alithya will issue New Alithya Multiple Voting Shares to those Alithya shareholders which now hold Alithya Multiple Voting Common Shares. New Alithya Multiple Voting Shares will be similar to New Alithya Subordinate Voting Shares except that each New Alithya Multiple Voting Share will have ten times the voting rights of each New Alithya Subordinate Voting Share. Accordingly, based on the number of New Alithya Shares to be issued upon consummation of the transactions (excluding any New Alithya Subordinate Voting Shares which may be issued to investors in Alithya’s anticipated private placement prior to or contemporaneously with the closing of the transactions), the former stockholders of Edgewater and the former shareholders of Alithya are expected to own approximately 42% and 58% of the total number of outstanding New Alithya Shares, respectively, but the former shareholders of Edgewater and the former shareholders of Alithya are expected to hold approximately 18% and 82% of the total voting power of New Alithya Shares, respectively. However, holders of New Alithya Multiple Voting Shares will not be permitted to sell or otherwise transfer such shares, except to their respective affiliates, and any holder of New Alithya Multiple Voting Shares wishing to sell such shares in the future must first convert such shares into New Alithya Subordinate Voting Shares on a one-for-one basis. See “ Description of New Alithya Shares ” beginning on page 215.

Raising additional capital may adversely affect the rights of New Alithya shareholders or restrict its operations.

New Alithya may seek additional capital through a combination of public and private equity offerings and debt financings. To the extent that New Alithya raises additional capital through the sale of equity or convertible debt securities or that Alithya raises additional capital prior to the closing of the transactions (such as the proposed private placement by Alithya prior to or contemporaneously with the closing of the transactions of up to $50 million of subscription receipts (plus up to an additional 15% of the offering amount as the underwriters’ option to purchase additional securities) that will convert into New Alithya Subordinate Voting Shares upon closing of the transactions), the ownership interests of New Alithya’s shareholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of New Alithya shareholders. The incurrence of indebtedness would result in increased fixed payment obligations and could involve certain restrictive covenants, such as limitations on New Alithya’s ability to incur additional debt and other operating restrictions that could adversely impact its ability to conduct its business.

An active market for New Alithya Subordinate Voting Shares might not develop or be sustained.

If an active market for New Alithya Subordinate Voting Shares does not develop or is not sustained, holders of New Alithya Subordinate Voting Shares may be unable to sell their investments on satisfactory terms.

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Declines in the value of New Alithya Subordinate Voting Shares may adversely affect the liquidity of the market for New Alithya Subordinate Voting Shares. Factors unrelated to New Alithya’s performance may also have an effect on the price and liquidity of New Alithya Subordinate Voting Shares including:

NASDAQ and the TSX have not conditionally approved New Alithya’s listing applications and there can be no assurance that they will do so.

New Alithya has applied for listing of the New Alithya Subordinate Voting Shares on NASDAQ and the TSX. Neither NASDAQ nor the TSX has conditionally approved New Alithya’s listing applications and there is no assurance that either or both of NASDAQ or the TSX will approve New Alithya’s listing applications. Any such listing of the New Alithya Subordinate Voting Shares will be conditional upon New Alithya fulfilling all of the listing requirements and conditions of NASDAQ and the TSX.

If New Alithya fails to meet applicable listing requirements, NASDAQ or the TSX may delist New Alithya Subordinate Voting Shares from trading, in which case the liquidity and market price of New Alithya Subordinate Voting Shares could decline.

New Alithya has applied to list the New Alithya Subordinate Voting Shares to be issued or reserved for issuance pursuant to the transactions on NASDAQ and the TSX, and it is a mutual condition to the closing of the transactions that the New Alithya Subordinate Voting Shares be approved for listing (subject only to official notice of issuance) on NASDAQ and the TSX shall have conditionally approved (subject only to satisfaction of customary listing conditions) listing of the New Alithya Subordinate Voting Shares on the TSX. However, there can be no assurance that the New Alithya Subordinate Voting Shares will continue to be listed on NASDAQ and the TSX in the future. If New Alithya fails to comply with the applicable listing standards and NASDAQ or the TSX delists New Alithya Subordinate Voting Shares, New Alithya and its shareholders could face significant material adverse consequences, including:    

New Alithya has not previously been a U.S. or Canadian reporting company.

New Alithya has not previously been a reporting company in the United States or Canada subject to U.S. or Canadian federal and state or provincial securities laws applicable to public companies, including the reporting obligations of the Exchange Act and other requirements of the Sarbanes-Oxley Act. New Alithya will be required to increase its compliance efforts and incur significant costs in connection with complying with public company requirements under U.S. and Canadian federal and state or provincial securities laws. The attention of

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management may be diverted on a frequent basis in order to carry out public company reporting and related obligations, rather than directing their full time and attention to the operation and growth of the business. Employees and some members of the management team have had limited or no experience working for a U.S. or Canadian reporting company, increasing the risk of non-compliance. New Alithya’s disclosure controls and procedures may not prevent or detect all errors or acts of fraud or misconduct by persons inside or outside New Alithya. Similarly, if New Alithya fails to maintain an effective system of internal control over financial reporting, New Alithya may not be able to accurately report its financial condition, results of operations or cash flows. Non-compliance with U.S. or Canadian federal and state or provincial securities laws and other regulatory requirements could result in administrative or other penalties or civil or criminal judgments against the New Alithya or harm to New Alithya’s reputation. These consequences could affect investor confidence in New Alithya and cause the price of New Alithya Subordinate Voting Shares to decline, result in the delisting of New Alithya Subordinate Voting Shares from NASDAQ or the TSX, require the payment of fines or other amounts, distract management’s time and attention to the business or result in the loss of customer or supplier relationships, thereby reducing the value of New Alithya Subordinate Voting Shares.

New Alithya is expected to be a foreign private issuer and subject to different U.S. securities laws and regulations and corporate governance requirements than a domestic U.S. issuer.

Upon consummation of the transactions, New Alithya is expected to be a “foreign private issuer” under applicable U.S. federal securities laws because based on the number of New Alithya Shares to be issued upon consummation of the transactions, less than 50% of its voting securities are expected to be held by U.S. residents. In addition, New Alithya expects that (i) only a minority of its executive officers and directors will be U.S. citizens or residents, (ii) less than 50% of its assets will be in the United States and (iii) its business will be administered principally in Canada. Therefore, New Alithya is not expected to be required to comply with all the periodic disclosure and current reporting requirements of the Exchange Act. As a result, New Alithya is not expected to file the same reports that a U.S. domestic issuer would file with the SEC, although it will be required to file with or furnish to the SEC the continuous disclosure documents that it will be required to file in Canada under Canadian securities laws. In addition, New Alithya’s officers, directors and principal shareholders will be exempt from the reporting and short-swing profit recovery provisions of Section 16 of the Exchange Act. Therefore, New Alithya shareholders may not know on as timely a basis when its officers, directors and principal shareholders purchase or sell New Alithya Subordinate Voting Shares as the reporting periods under the corresponding Canadian insider reporting requirements are longer. In addition, as a foreign private issuer, New Alithya will be exempt from the proxy rules under the Exchange Act.

In addition, New Alithya will be permitted to follow certain corporate governance rules that conform to Canadian requirements in lieu of many of the NASDAQ corporate governance rules. NASDAQ Rule 5615(a)(3) provides that a foreign private issuer, such as New Alithya, may rely on home country corporate governance practices in lieu of certain of the rules in the NASDAQ Rule 5600 Series, including requirements with respect to board independence and the composition and responsibilities of board committees, a code of conduct, meetings of shareholders, review of related party transactions and shareholder approval of certain enumerated transactions, provided that New Alithya nevertheless complies with NASDAQ’s Notification of Noncompliance requirement (Rule 5625), the Voting Rights requirement (Rule 5640) and that New Alithya has an audit committee that satisfies Rule 5605(c)(3), consisting of committee members that meet the independence requirements of Rule 5605(c)(2)(A)(ii). New Alithya has not yet determined the extent to which it may elect to rely on this exemption. Accordingly, former Edgewater stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of NASDAQ.

New Alithya may be exempt from certain NASDAQ corporate governance requirements if it elects to rely on the “controlled company” exemption under the NASDAQ rules.

Because of the voting agreement described in “ Information about New Alithya—Principal Shareholders—Voting Agreement ,” New Alithya’s principal shareholders may collectively control a majority of the voting

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power of New Alithya Shares upon consummation of the transactions. Under NASDAQ Rule 5615(b)(1), a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors to be independent and the requirement that its compensation and nominating and corporate governance committees consist entirely of independent directors. Although New Alithya does not currently intend to rely on the “controlled company” exemption under the NASDAQ rules, it could elect to rely on this exemption in the future. If New Alithya elects to rely on the “controlled company” exemption, a majority of the members of New Alithya’s board of directors might not be independent directors and its nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, while New Alithya remains a controlled company relying on the exemption and during any transition period following a time when New Alithya is no longer a controlled company, New Alithya shareholders would not have the same protections afforded to shareholders of companies that are subject to all of the NASDAQ corporate governance requirements.

New Alithya is expected to be an “emerging growth company” and exempt from the requirement to comply with the auditor attestation requirements of the Sarbanes-Oxley Act.

Upon consummation of the transactions, New Alithya is expected to be an “emerging growth company,” as defined in the JOBS Act, and it is expected to use the exemption provided to emerging growth companies from the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act. Therefore, New Alithya’s internal controls over financial reporting will not receive the level of review provided by the process relating to the auditor attestation included in annual reports of companies that are not using an exemption. In addition, New Alithya cannot predict if investors will find the New Alithya Subordinate Voting Shares less attractive because it relies on this exemption. If some investors find the New Alithya Subordinate Voting Shares less attractive as a result, there may be a less active trading market for the New Alithya Subordinate Voting Shares and trading price for the New Alithya Subordinate Voting Shares may be negatively affected.

If New Alithya fails to maintain an effective system of internal control over financial reporting in the future, it may not be able to accurately report its financial condition, results of operations or cash flows, which may adversely affect investor confidence.

The Sarbanes-Oxley Act requires, among other things, that New Alithya maintain effective internal control over financial reporting and disclosure controls and procedures. New Alithya is required, under Section 404 of the Sarbanes-Oxley Act (“SOX 404”), to perform system and process evaluations and testing of internal controls over financial reporting to allow management to report annually (beginning with the filing of the second annual report) on the effectiveness of internal control over financial reporting. This assessment requires disclosure of any material weaknesses in New Alithya’s internal control over financial reporting identified by management. SOX 404 also generally requires an attestation from New Alithya’s independent registered public accounting firm on the effectiveness of internal control over financial reporting. However, for as long as New Alithya remains an “emerging growth company,” it intends to take advantage of the exemption permitting it not to comply with the independent registered public accounting firm attestation requirement. At the time when New Alithya is no longer an “emerging growth company,” its independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which New Alithya’s controls are documented, designed or operating. Remediation efforts may not enable New Alithya to avoid a material weakness in the future.

Compliance with SOX 404 will require the incurrence of substantial accounting expense and consume significant management efforts. New Alithya may not be able to complete evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if New Alithya identifies one or more material weaknesses in internal control over financial reporting, it will be unable to assert that its internal control over financial reporting is effective. New Alithya cannot assure you that there will not be material weaknesses or significant deficiencies in its internal control over financial reporting in the future. Any failure to maintain

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internal control over financial reporting could severely inhibit its ability to accurately report financial condition, results of operations or cash flows. If New Alithya is unable to conclude that internal control over financial reporting is effective, or if its independent registered public accounting firm determines New Alithya has a material weakness or significant deficiency in internal control over financial reporting, it could lose investor confidence in the accuracy and completeness of its financial reports, the market price of the New Alithya Subordinate Voting Shares could decline, and New Alithya could be subject to sanctions or investigations by NASDAQ, the SEC or other regulatory authorities. Failure to remedy any material weakness in internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict future access to the capital markets.

U.S. investors may be unable to enforce certain judgments against New Alithya because of its Canadian incorporation and presence.

New Alithya is incorporated under the laws of Québec. Some of New Alithya’s directors and executive officers are expected to be residents of Canada and a significant portion of its assets are expected to be located outside the United States. As a result, it may be difficult to effect service within the United States upon New Alithya or upon some of its directors and executive officers. Execution by U.S. courts of any judgment obtained against New Alithya or any of its directors or executive officers in U.S. courts may be limited to assets located in the United States. It may also be difficult for holders of securities who reside in the United States to realize in the United States upon judgments of U.S. courts predicated upon civil liability of New Alithya and its directors and executive officers under the U.S. federal securities laws. There may be doubt as to the enforceability in Canada against non-U.S. entities or their controlling persons, directors and executive officers who are not residents of the United States, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities predicated solely upon U.S. federal or state securities laws.

New Alithya does not expect to pay dividends for the foreseeable future, and you must rely on potential increases in the trading prices of the New Alithya Subordinate Voting Shares for returns on your investment.

Edgewater has never paid cash dividends on its common stock (although the arrangement agreement provides that in connection with the merger, Edgewater will pay a special dividend to its stockholders and option holders of record immediately prior to the anticipated closing date of the merger). New Alithya does not expect to pay dividends in the immediate future, and New Alithya anticipates that it will retain all earnings, if any, to support its operations. Any future determination as to the payment of dividends will, subject to Canadian legal requirements and the New Alithya articles of incorporation, be at the sole discretion of the New Alithya board of directors and will depend on New Alithya’s financial condition, results of operations, capital requirements and other factors the New Alithya board of directors deems relevant. Holders of New Alithya Subordinate Voting Shares must therefore rely on potential increases in the trading price of their shares for returns on their investment in the foreseeable future.

Risks Related to the Tax Consequences of the Merger and the Arrangement

The tax treatment of the merger and arrangement to Edgewater Stockholders is uncertain and cannot be known until the merger is completed.

For U.S. federal income tax purposes, the parties intend that the merger and the arrangement collectively qualify as a transfer described in Section 351 of the Code. In addition, due to the manner in which the special dividend is expected to be funded, there is uncertainty regarding the proper treatment of the special dividend for U.S. federal income tax purposes. Although the matter is not free from doubt, the parties expect to take the position that the special dividend is treated, for U.S. federal income tax purposes, as consideration received by former stockholders of Edgewater in exchange for Edgewater Common Stock as part of the merger and the arrangement and not as a separate pre-merger distribution by Edgewater. The treatment of the special dividend as consideration received by holders of Edgewater Common Stock as part of the merger and arrangement, as

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opposed to a separate pre-closing distribution by Edgewater, may have an adverse effect on the U.S. federal income tax treatment of the merger and arrangement to a U.S. holder, depending on such holder’s particular circumstances.

If the special dividend is treated as consideration received by holders of Edgewater Common Stock as part of the merger and arrangement, then, subject to certain qualifications (discussed under the section entitled “Certain Tax Consequences of the Merger and the Arrangement—Certain U.S. Federal Income Tax Considerations—Certain U.S. Federal Income Tax Consequences of the Merger and Arrangement to Edgewater Stockholders that are U.S. Holders” ), U.S. holders of Edgewater Common Stock are expected to be subject to the following U.S. federal income tax treatment in connection with the merger and arrangement:

U.S. holders are cautioned, however, that if Section 367(a) of the Code applies to the merger and arrangement, a U.S. holder would be required to recognize gain, if any (but not loss), on the disposition of Edgewater Common Stock in an amount equal to the excess of (i) the sum of the fair market value of New Alithya Subordinate Voting Shares and special dividend received by such holder, over (ii) the holder’s adjusted tax basis in the shares of Edgewater Common Stock surrendered. This may result in a U.S. holder of Edgewater Common Stock recognizing a greater amount of gain for U.S. federal income tax purposes than such holder would have recognized if Section 367(a) of the Code did not apply.

U.S. Holders of Edgewater Common Stock should consult their independent tax advisors regarding the qualification of the transactions described above as a transfer described in section 351 of the Code and the treatment of the special dividend. In addition, U.S. Holders are cautioned that the potential application of Section 367(a) of the Code to the transactions described in this summary is complex and depends on factors that cannot be determined until the closing of the merger and arrangement. Accordingly, U.S. holders should consult with their independent tax advisor regarding the potential application of Section 367(a) of the Code in their particular situation, including whether they should potentially proceed on the basis that the exchange of Edgewater Common Stock pursuant to the merger and arrangement will be a fully taxable transaction for U.S. federal income tax purposes. See “Certain Tax Consequences of the Merger and the Arrangement—Certain U.S. Federal Income Tax Considerations—Certain U.S. Federal Income Tax Consequences of the Merger and Arrangement to Edgewater Stockholders that are U.S. Holders.”

The IRS may not agree with the position that New Alithya should be treated as a foreign corporation for U.S. federal income tax purposes following the transactions.

Although New Alithya will be incorporated in Canada, the IRS may assert that it should be treated as a U.S. corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the Code. A corporation is generally considered a tax resident in the jurisdiction of its organization or incorporation for U.S. federal income tax purposes. Because New Alithya is a Québec, Canada-incorporated entity, it would generally be classified as a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874

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provides an exception pursuant to which a foreign incorporated entity may, in certain circumstances, be treated as a U.S. corporation for U.S. federal income tax purposes. Alithya and Edgewater do not expect Section 7874 to apply to treat New Alithya as a U.S. corporation for these purposes but there can be no assurance that the IRS will not challenge this position. If, contrary to the expectation of the parties, it were to be determined that New Alithya should be taxed as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code, New Alithya could be liable for substantial U.S. federal income tax and certain distributions made by New Alithya to non-U.S. holders of New Alithya Shares would be subject to U.S. withholding tax.

As more fully described under “ Certain Tax Consequences of the Merger and the Arrangement—Certain U.S. Federal Income Tax Considerations—Potential Application of the Inversion Rules to the New Alithya Group—Tax Residence of New Alithya for U.S. Federal Income Tax Purposes ” beginning on page 92, Section 7874 is currently expected to apply in a manner such that New Alithya should not be treated as a U.S. corporation for U.S. federal income tax purposes. However, holders are cautioned that the application of Section 7874 to the New Alithya Group will be determined as of the closing of the merger and arrangement, by which time there could be adverse changes to the relevant facts and circumstances. In addition, there could be a future change in law under Section 7874 of the Code, the Treasury Regulations promulgated thereunder or otherwise that could have an adverse effect on the determination of whether Section 7874 applies to New Alithya. No opinion of counsel or IRS ruling has been requested or will be obtained from the Internal Revenue Service (the “IRS”) regarding the U.S. federal income tax consequences of the merger or the arrangement or any other matter described in this prospectus/proxy statement. As a result, there can be no assurance that the IRS will not challenge the U.S. federal income tax treatment described above or that, if challenged, such treatment will be sustained by a court.

The summary above is qualified in its entirety by the more detailed discussion provided in the section entitled “ Certain Tax Consequences of the Merger and the Arrangement—Certain U.S. Federal Income Tax Considerations—Potential Application of the Inversion Rules to the New Alithya Group ” beginning on page 92.

Section 7874 of the Code may limit Edgewater’s and its U.S. affiliates’ ability to utilize certain U.S. tax attributes to offset certain U.S. taxable income, if any, generated by the transactions or certain specified transactions for a period of time following the transactions.

Following the acquisition of a U.S. corporation by a foreign corporation, Section 7874 of the Code may limit the ability of the acquired U.S. corporation and its U.S. affiliates to utilize certain U.S. tax attributes, such as net operating losses, to offset U.S. taxable income resulting from certain transactions, as more fully described in “ Certain Tax Consequences of the Merger and the Arrangement—Certain U.S. Federal Income Tax Considerations—Potential Application of the Inversion Rules to the New Alithya Group—Potential Limitation on the Utilization of Edgewater’s (and Its U.S. Affiliates’) Tax Attributes ” beginning on page 94. In such event, Edgewater and/or its U.S. affiliates could be subject to substantial additional U.S. federal income tax on their future operations and income following the closing of the merger and arrangement.

Pursuant to the arrangement agreement, which governs the terms of the arrangement and the merger, and to complex regulations issued under Section 7874 of the Code that govern the application of the Ownership Test and the substantial business activities test (as such tests are described in “ Certain Tax Consequences of the Merger and the Arrangement—Certain U.S. Federal Income Tax Considerations—Potential Application of the Inversion Rules to the New Alithya Group—Tax residence of New Alithya for U.S. federal income tax purposes—Ownership test; Substantial Business Activities Test ”), New Alithya and Edgewater do not expect Edgewater to be subject to the limitations described in the paragraph above after the completion of the merger and arrangement. Holders are cautioned, however, that the determination of whether these limitations will apply must be finally determined upon the closing of the merger and arrangement, by which time there could be adverse changes to the relevant facts and circumstances. Further, a subsequent change in law might have an adverse impact on the discussion provided above, including with retroactive effect.

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The application of the inversion rules in Section 7874 are complex and there is limited guidance regarding their application. No opinion of counsel or IRS ruling has been sought regarding the application of these rules to the merger and arrangement. Accordingly, there can be no assurance that the IRS will not take a contrary position to those described above or that a court will not agree with a contrary position of the IRS in the event of litigation.

The arrangement and the merger are expected to result in an ownership change for Edgewater under Section 382 of the Code, potentially limiting the use of Edgewater’s net operating loss (“NOL”) carry-forwards and certain other tax attributes in future years.

As of December 31, 2017, Edgewater had approximately U.S.$14.7 million of net operating loss (“NOL”) carry-forwards available to reduce U.S. federal taxable income in future years. Under Section 382 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change NOL carry-forwards and other pre-change tax attributes to offset its post-change income and taxes may be limited. In general, an “ownership change” occurs if there is a cumulative change in ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. The arrangement and the merger are expected to result in an ownership change under Section 382 of the Code for Edgewater, potentially limiting the use of Edgewater’s NOL carry-forwards in future taxable years for U.S. federal income tax purposes. These limitations may affect the timing of when these NOL carry-forwards can be used which, in turn, may impact the timing of when cash is used to pay the taxes of Edgewater and have a negative impact on Edgewater’s financial position and results of operations. In addition, Edgewater’s ability to use its NOL carry-forwards will be dependent on its ability to generate taxable income. Some portion of the NOL carry-forwards could expire before Edgewater generates sufficient taxable income for U.S. federal income tax purposes.

The effect of recent U.S. tax reform on New Alithya and Edgewater is uncertain.

On December 22, 2017, the legislation commonly referred to as the Tax Cuts and Jobs Act was enacted, which contains significant changes to U.S. tax law, including, but not limited to, a reduction in the corporate tax rate and a transition to a new territorial system of taxation. The effect of the changes made in the Tax Cuts and Jobs Act is highly uncertain, both in terms of their direct effect on the taxation of an investment in New Alithya Subordinate Voting Shares and Edgewater Common Stock and their indirect effect on New Alithya or Edgewater’s financial condition or market conditions generally. Furthermore, many of the provisions of the Tax Cuts and Jobs Act will require guidance through the issuance of Treasury regulations in order to assess their effect. There may be a substantial delay before such regulations are promulgated, increasing the uncertainty as to the ultimate effect of the statutory amendments on New Alithya or Edgewater or their respective shareholders or stockholders, as the case may be. There may also be technical corrections legislation proposed with respect to the Tax Cuts and Jobs Act, the effect and timing of which cannot be predicted, which may be adverse to New Alithya or Edgewater or their respective shareholders or stockholders, as the case may be. New Alithya and Edgewater will continue to examine and assess the impact this tax reform legislation may have on New Alithya’s business. This prospectus/proxy statement does not discuss any such tax legislation or the manner in which it might affect Edgewater stockholders. We urge Edgewater stockholders to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of investing in Edgewater Common Stock, and subsequent to the merger, New Alithya Subordinate Voting Shares.

Future changes to U.S. and non-U.S. tax laws could materially adversely affect New Alithya.

Under current law, New Alithya is expected to be treated as a foreign corporation for U.S. federal income tax purposes. However, changes to the rules in Section 7874 of the Code or regulations promulgated thereunder or other guidance issued by the Treasury or the IRS could adversely affect New Alithya’s status as a foreign corporation for U.S. federal income tax purposes, and any such changes could have prospective or retroactive application to New Alithya, New Alithya’s shareholders, Edgewater, Edgewater’s stockholders, their respective affiliates and/or the transactions.

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In addition, the U.S. Congress, the Organization for Economic Co-operation and Development and other government agencies in jurisdictions where New Alithya and its affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. Specific attention has been paid to “base erosion and profit shifting,” where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax rates. As a result, the tax laws in the United States and other countries in which New Alithya and its affiliates do business could change on a prospective or retroactive basis, and any such changes could materially and adversely affect New Alithya.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus/proxy statement and the documents incorporated in this prospectus/proxy statement by reference contain certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the respective financial conditions, results of operations, financial projections and businesses of Edgewater, Alithya and New Alithya, and the expected impact of the proposed merger and arrangement on New Alithya and its business. Statements including words such as “pro forma,” “anticipates,” “expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,” “estimates,” “could,” “would,” “will,” “may,” “can,” “continue,” “potential,” “should,” “look forward,” “guidance,” and the negative of these terms or other comparable or similar terminology or expressions often identify forward-looking statements. Statements included or incorporated in this prospectus/proxy statement that are not historical facts are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 27A of the Securities Act and Section 21E of the Exchange Act (collectively, “forward-looking statements”).

These forward-looking statements may include, without limitation, statements regarding the completion of the transactions, expected synergies and other benefits, including tax, financial and strategic benefits, to New Alithya and the respective shareholders of Edgewater and Alithya of the transactions, the expected tax consequences to holders of Edgewater Common Stock and New Alithya Subordinate Voting Shares and the expected accounting treatment for the transactions and other statements that are not historical facts. Without limiting the generality of the preceding sentence, certain information contained in the sections “ The Merger and the Arrangement—Background of the Transactions ,” “ The Merger and the Arrangement—Recommendations of Edgewater’s Board of Directors; Edgewater’s Reasons for the Merger ” and “ The Merger and the Arrangement—Edgewater and Alithya Unaudited Prospective Financial Information ” constitute forward-looking statements.

Although each of Edgewater and Alithya believes its forward-looking statements are reasonable, they are subject to important risks and uncertainties. Those include, without limitation, the failure to receive, on a timely basis or otherwise, the required approvals by Edgewater stockholders and Alithya shareholders, the Québec court and applicable government and regulatory authorities, the terms of those approvals, the risk that a condition to closing contemplated by the arrangement agreement may not be satisfied or waived, the inability to realize expected synergies or cost savings or difficulties related to the integration of Edgewater and Alithya operations, the ability of New Alithya to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners, or other adverse events, changes in applicable laws or regulations, competition from other IT consulting companies, and other risks disclosed in Edgewater’s public filings, any or all of which could cause actual results to differ materially from future results expressed, projected or implied by the forward-looking statements. The forward-looking statements in this prospectus/proxy statement are qualified by these risk factors. As a result of these risks and uncertainties, the transactions could be modified, restructured or not be completed, and actual results and events may differ materially from the results and events contemplated in these forward-looking statements and from historical results. You are cautioned not to put undue reliance on any forward-looking statements, which speak only as of the date of this prospectus/proxy statement or the date of any document incorporated by reference. You should carefully read this prospectus/proxy statement together with the information incorporated herein by reference as described under the heading “Where You Can Find More Information” completely and with the understanding that actual future results may be materially different from those that are expected by Edgewater and Alithya. Except as otherwise required by law, none of Edgewater, Alithya or New Alithya undertakes any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, or to comment on expectations of, or statements made by the other party or third parties in respect of the transactions. These forward-looking statements are not guarantees of future performance, given that they involve risks and uncertainties. You should not assume that any lack of update to a previously issued forward-looking statement constitutes a reaffirmation of that statement. Continued reliance on forward-looking statements is at your own risk.

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Additional information about these and other risks and uncertainties and about the material factors or assumptions underlying such forward-looking statements may be found in this prospectus/proxy statement under the section entitled “ Risk Factors ,” as well as under the section entitled “ Risk Factors ” in Edgewater’s Form 10-K, Form 10-Q and Form 8-K filings with the SEC.

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THE MERGER AND THE ARRANGEMENT

The Merger and the Arrangement

Under the terms of the arrangement agreement, (a) New Alithya will acquire Alithya pursuant to a plan of arrangement under the laws of Québec, Canada and (b) U.S. Merger Sub will merge under Delaware law with and into Edgewater, with Edgewater as the surviving corporation in the merger. As a result of the transactions, both Edgewater and Alithya will become wholly-owned subsidiaries of New Alithya. Upon consummation of the transactions, Alithya will be renamed “Alithya Canada inc.”

As consideration for the merger, Edgewater stockholders will receive 1.3118 newly issued New Alithya Subordinate Voting Shares in exchange for each share of Edgewater Common Stock held by such stockholders. However, Alithya has a termination right if the VWAP of the Edgewater Common Stock on NASDAQ for the 10 consecutive trading days ending on the date immediately preceding the ex-dividend date for the special dividend described below is less than U.S.$5.25, unless Edgewater agrees to adjust the exchange ratio to the effect that the equity value of the New Alithya Shares received by the Alithya shareholders is U.S.$110.0 million. See “The Arrangement Agreement—Merger Consideration to Edgewater Stockholders; Special Dividend for Edgewater Stockholders” beginning on page 114.

In addition to the right of Edgewater stockholders to receive New Alithya Subordinate Voting Shares in the transactions, Edgewater will declare to Edgewater stockholders and option holders of record immediately prior to the anticipated closing date of the arrangement a special dividend equal to U.S.$20.5 million, provided that (i) the total amount of the dividend will proportionately increase or decrease to the extent that Edgewater’s “Net Cash” (as defined in the arrangement agreement) is then greater or less than U.S.$8.5 million, as the case may be, and (ii) the dividend will be payable either in cash (for Edgewater’s stockholders) or reflected through adjustment (for holders of Edgewater’s options) to the exercise price of such options, as the case may be. Payment of the special dividend will be contingent upon the closing of the transactions and will be declared at least 10 days prior to, and be paid within 10 days following, such closing. The application of the adjustment formula described above will likely result in a special dividend amount that is less than U.S.$20.5 million.

Based on Edgewater’s currently expected “Net Cash” as of the closing of the transactions, the total amount of the special dividend would have been approximately U.S.$16.0 million, or approximately U.S.$1.07 for each share of Edgewater Common Stock then outstanding (applying the full dilution, in-the-money options treatment to the current basic shares outstanding), if the closing had occurred immediately following September 27, 2018. However, the actual amount of the special dividend may be either higher or lower based on Edgewater’s business, financial condition and liquidity between September 27, 2018 and the dividend declaration date.

Edgewater intends to fund payment of the special dividend to its stockholders with its available cash and borrowings under its existing revolving credit facility with Citizens Bank, N.A. Prior to the closing of the merger, pursuant to a letter which Edgewater has received from Citizens Bank, N.A., Edgewater expects to amend the facility in order to allow Edgewater to draw up to an additional U.S.$7.0 million to fund payment of the special dividend. However, such funding will be subject to certain conditions, including that the entire outstanding amount under the facility be repaid prior to or concurrently with the payment of the special dividend.

In order to repay the entire outstanding amount under Edgewater’s existing revolving credit facility prior to or concurrently with the payment of the special dividend, New Alithya intends to rely on the available cash and financing commitments of Alithya and/or New Alithya and, to the extent necessary, proceeds from a private placement by Alithya prior to or contemporaneously with the closing of the transactions of up to $50 million of subscription receipts (plus up to an additional 15% of the offering amount as the underwriters’ option to purchase additional securities) that will convert into New Alithya Subordinate Voting Shares upon closing of the transactions. There is no assurance that any of these funds or financing commitments will be available to Alithya or New Alithya on acceptable terms, in a timely manner or at all. Any financing by Alithya or New Alithya

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would depend on favorable market conditions and the availability of financing terms that are acceptable to Alithya or New Alithya, as the case may be, and it is possible that prevailing market conditions and available terms may result in a lesser amount or no capital being raised. In the event that the conditions allowing Edgewater to draw down its existing revolving credit facility to fund the payment of the special dividend are not satisfied, Edgewater may be unable to pay the special dividend on the dividend payment date.

As consideration for the transactions, each Alithya Common Share and each Alithya Multiple Voting Common Share then issued and outstanding will be cancelled and automatically converted into the right to receive one newly issued New Alithya Subordinate Voting Share and one newly issued New Alithya Multiple Voting Share, respectively.

Background of the Transactions

Edgewater helps the C-suite drive transformational change through its unique selection of business and technology services and channel-based solutions. Delivering both on premise and in the cloud, Edgewater offers two major channel-based services. In the Microsoft channel, Edgewater Fullscope delivers Dynamics AX ERP, Business Intelligence and CRM solutions primarily in the manufacturing space. In the Oracle channel, Edgewater Ranzal provides Business Analytics solutions leveraging Oracle EPM, Business Intelligence and Big Data technologies.

As part of its fiduciary duty, the Edgewater board of directors and senior management regularly review Edgewater’s performance, future growth prospects and overall strategic direction and consider potential opportunities to strengthen its business and enhance shareholder value. These reviews have included consideration of potential transactions with third parties that would further Edgewater’s strategic objectives, including strategic business partnerships, potential acquisitions, reorganizations and changes in corporate structure.

From November 2015 to November 2016, Edgewater undertook a process with the assistance of a financial advisor to review its strategic alternatives to enhance shareholder value. Ultimately, the Edgewater board of directors made a determination to continue to execute on Edgewater’s strategic plan as a stand-alone public company.

After changes in the composition of the Edgewater board of directors and senior management in the first quarter of 2017, members of the Edgewater board of directors and senior management undertook a reassessment of the evolving business environment facing Edgewater’s business units and the competitive pressures faced therein, and began to evaluate the viable landscape relevant to Edgewater’s long-term prospects, including potential merger, acquisition, business unit dispositions and other strategic opportunities. In connection with its review of strategic alternatives, the Edgewater board of directors contemplated engaging third parties, including William Blair, to assist in determining and executing a strategic path forward for Edgewater. William Blair was under consideration to act as Edgewater’s financial advisor because of William Blair’s extensive expertise in the IT services area and William Blair’s significant existing knowledge about Edgewater and its business units after acting as an advisor to a potential buyer in the prior strategic review process undertaken by Edgewater.

On March 13, 2017, William Blair made an informal introductory presentation to the Edgewater board of directors regarding strategic planning matters.

On April 25, 2017, Jeffrey Rutherford, Edgewater’s Chairman of the Board, Interim Chief Executive Officer and Interim President, and Frederick DiSanto, Edgewater’s Lead Independent Director, had dinner with Paul Raymond, Alithya’s Chief Executive Officer and President, and Mathieu Lupien, Alithya’s then Chief Financial Officer. Mr. Raymond indicated that Alithya was involved in the prior strategic review process undertaken by Edgewater and expressed Alithya’s continued interest in a potential transaction involving Edgewater if the opportunity arose in the future. Mr. Raymond also indicated that Alithya was not prepared to pursue such a transaction at that time since Alithya was involved in another potential acquisition process.

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On May 19, 2017, the Edgewater board of directors held a telephonic meeting at which representatives of Edgewater senior management, William Blair and McDonald Hopkins LLC (“McDonald Hopkins”), Edgewater’s corporate legal counsel, were present. William Blair made a presentation that analyzed various scenarios that included not only analysis of a sale of Edgewater as an entire company but also analysis of a potential “sum-of-the-parts” sale process involving separate processes for Edgewater Fullscope and Edgewater Ranzal. Following the presentation, the Edgewater board of directors reviewed and evaluated the presentation provided by William Blair. There was consensus in favor of Edgewater undertaking a new review of strategic alternatives, and the Edgewater board of directors determined that William Blair was well qualified to assist in the process in light of its extensive IT services area experience and its existing knowledge of Edgewater and its business units. After discussion, the Edgewater board of directors authorized the engagement of William Blair to provide financial advisory and investment banking services to Edgewater.

On May 31, 2017, Edgewater formally engaged William Blair. On June 1, 2017, Edgewater senior management conducted an initial meeting with William Blair to discuss Edgewater’s business and a preliminary process timeline.

During June and July 2017, William Blair, working with the Edgewater board of directors and senior management, prepared executive summary documents and preliminary confidential information presentations describing Edgewater Fullscope and Edgewater Ranzal and historical financial information. Alongside William Blair, the Edgewater board of directors and senior management identified a broad group of potential strategic and financial buyers that they believed might be interested in acquiring certain of Edgewater’s business units, or merging with Edgewater, would provide value to Edgewater stockholders and would also have the requisite financial resources.

In June 2017, at the direction of the Edgewater board of directors, William Blair began contacting potential buyers. Throughout the entire process, William Blair contacted 76 potential buyers, executed non-disclosure agreements, provided requested presentation and financial information, granted virtual data room access to, and completed diligence requests for a subset of those potential buyers that had demonstrated interest in one or more of Edgewater’s business units. Upon conclusion of the process, 27 non-disclosure agreements were executed, and confidential information presentations were provided to potential buyers.

Between June and September 2017, William Blair made presentations to members of the Edgewater board of directors to apprise them of the process and provide situational updates on creation of marketing materials, timeline and initial buyer outreach, among other topics. During this same time, Edgewater senior management met telephonically and in person with select potential buyers to discuss Edgewater Fullscope and/or Edgewater Ranzal, financial results and strategic opportunities.

In August and September 2017, representatives of William Blair and Edgewater contacted senior management of Alithya on several occasions to determine if Alithya was interested in acquiring Edgewater Ranzal or the entire Edgewater company. Mr. Raymond indicated that Alithya remained interested in an acquisition of the entire Edgewater company but that Alithya was not prepared to consider the Edgewater opportunity at that time since Alithya was involved in another potential acquisition process.

On September 22, 2017, Buyer E, a strategic party with several similar business units, submitted to William Blair a non-binding initial indication of interest for a merger transaction involving Edgewater Ranzal. Buyer E’s initial indication of interest for Edgewater Ranzal implied a post-merger equity split of 57.7% for Buyer E stockholders and 42.3% for Edgewater stockholders, included a 20.0% control premium and contributed U.S.$61.0 million of debt to the combined business. Buyer E’s indication of interest constituted a merger with Edgewater Ranzal only and assumed that Edgewater Fullscope and Edgewater’s classic consulting business units would be sold in a separate transaction(s).

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On September 27, 2017, Buyer T, a financial sponsor, submitted to William Blair a non-binding initial indication of interest for the acquisition of Edgewater Fullscope. Buyer T’s indication of interest offered a range of consideration between U.S.$42.5 million to U.S.$49.0 million in cash.

Also on September 27, 2017, the Edgewater board of directors held a telephonic meeting at which representatives of Edgewater senior management, William Blair and McDonald Hopkins were present. William Blair presented an update of William Blair’s activities regarding the sale process and a summary of the indications of interest received. Among other items, William Blair also presented a process timeline and informed the Edgewater board of directors of certain key feedback William Blair had received from potential buyers with whom William Blair had been engaging on behalf of Edgewater. The Edgewater board of directors asked questions about and provided comments regarding the material presented. The Edgewater board of directors ultimately determined that neither of the indications of interest was a compelling offer at this stage in the process and for William Blair to contact additional buyer prospects. However, the Edgewater board of directors determined that both interested parties should be given feedback on their offers and remain in the process in order to keep the process competitive.

During October 2017, William Blair and Edgewater senior management continued to hold discussions with interested parties, including Buyer E and Buyer T, and also initiated conversations with additional parties. Buyer T was eventually removed from Edgewater’s process as a result of Buyer T’s unwillingness to increase its offer.

In early November 2017, senior management of Alithya contacted William Blair and indicated that Alithya was now interested in pursuing a transaction involving Edgewater since its other acquisition opportunity was on hold.

On November 9, 2017, following subsequent telephone calls between William Blair and Buyer E and additional diligence, Buyer E submitted to William Blair a revised indication of interest for a merger transaction involving Edgewater Ranzal. Buyer E’s revised indication of interest for Edgewater Ranzal implied a post-merger equity split of 48.5% for Buyer E stockholders and 51.5% for Edgewater stockholders. The revised indication of interest assumed a U.S.$1.8 million decrease in Edgewater Ranzal’s pro forma segment EBITDA from Buyer E’s initial indication of interest. The revised indication of interest constituted a merger with only Edgewater Ranzal and assumed that Edgewater Fullscope and Edgewater’s classic consulting business units would be sold in a separate transaction(s).

Also on November 9, 2017, Buyer A submitted to William Blair an indication of interest for the acquisition of Edgewater Fullscope for U.S.$50.0 million in cash.

On November 14, 2017, the Edgewater board of directors held a telephonic meeting at which representatives of Edgewater senior management, William Blair and McDonald Hopkins were present. William Blair presented an update of activities related to exploration of strategic alternatives. Specifically, William Blair presented Buyer E’s revised indication of interest to merge with Edgewater Ranzal and Buyer A’s initial indication of interest to acquire Edgewater Fullscope. A discussion followed regarding the details of the bids and the appropriate go-forward alternatives.

On November 20, 2017, senior leadership from Edgewater, Edgewater Fullscope and Edgewater Ranzal held in-person management meetings with Paul Raymond, Chief Executive Officer, and Claude Rousseau, Chief Operating Officer, from Alithya. Senior leadership from Edgewater Fullscope and Edgewater Ranzal presented overviews of their respective business units to the representatives from Alithya.

Throughout November and December 2017, William Blair and Edgewater senior management continued discussions with interested parties.

On December 8, 2017, Alithya submitted to William Blair a draft non-binding term sheet for a proposed merger transaction involving Edgewater Fullscope and Edgewater Ranzal. The draft term sheet proposed a post-

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merger equity split of 55.0% for Alithya shareholders and 45.0% for Edgewater stockholders. William Blair informed Alithya that it was unlikely that its proposal would be well received by the Edgewater board of directors since the proposed equity split was not reflective of the adjusted EBITDA each party was contributing to the combined entity.

On December 15, 2017, Alithya submitted to William Blair a revised non-binding term sheet that proposed a minimum post-merger equity split of 51.0% for Alithya shareholders and a maximum post-merger equity split of 49.0% for Edgewater stockholders. The revised term sheet also permitted a U.S.$13.0 million dividend payable to Edgewater stockholders immediately prior to closing of the transaction and contained other provisions such as completion of satisfactory due diligence on Edgewater and its business units.

On December 19, 2017, Buyer E submitted to William Blair a revised indication of interest containing three separate transaction proposals: (i) a combination of Buyer E’s Consulting Services (“ECS”) and Digital Services (“EDS”) businesses with Edgewater Ranzal, with an implied post-transaction equity split of 48.5% for Buyer E stockholders and 51.5% for Edgewater stockholders, and a U.S.$5.0 million dividend payable to Buyer E stockholders; (ii) a sale of Buyer E’s ECS business to Edgewater for U.S.$35.0 million in cash and ownership in the combined company, with an implied post-transaction equity split of 10.0% to Buyer E stockholders and 90.0% to Edgewater stockholders; and (iii) a combination of Buyer E’s ECS and EDS businesses with Edgewater, including Edgewater Fullscope, with an implied post-transaction equity split of 32.0% to Buyer E stockholders and 68.0% to Edgewater stockholders, and a U.S.$5.0 million dividend payable to Buyer E stockholders.

Also on December 19, 2017, Buyer A submitted to William Blair a revised indication of interest for the acquisition of Edgewater Fullscope for U.S.$57.5 million in cash. Buyer A’s revised indication of interest represented a U.S.$7.5 million increase from its November 9, 2017 indication.

On December 22, 2017, Edgewater’s board of directors held a telephonic meeting at which representatives of Edgewater senior management, William Blair, McDonald Hopkins and Davis, Malm & D’Agostine, P.C. (“Davis Malm”), Edgewater’s securities legal counsel, were present. William Blair updated the Edgewater board of directors regarding the bids submitted by Alithya, Buyer A and Buyer E. A discussion followed regarding the bids and due diligence process. After the discussion, there was consensus to move forward with Alithya and for William Blair to submit a counterproposal to Alithya with an implied post-transaction equity split of 51.0% to Alithya shareholders and 49.0% to Edgewater stockholders, as well as a U.S.$29.1 million dividend payable to Edgewater stockholders. The Edgewater board of directors selected Alithya’s proposal as being in the best interest of Edgewater’s stockholders because: (i) it was a whole company solution instead of a sum-of-the-parts sale of the business units, which inherently involves greater risk of completion; (ii) the combination with Alithya provided attractive revenue and cost synergies for both Edgewater Fullscope and Edgewater Ranzal; and (iii) a near-term dividend for existing Edgewater stockholders in addition to the remaining ownership stake in New Alithya represented a significant premium to Edgewater’s price per share. The Edgewater board of directors decided not to pursue Buyer A’s proposal for just the Edgewater Fullscope unit because the proposal involved greater risk of completion and the remaining Edgewater business would be an even smaller public company by market capitalization and burdened by significant overhead and public company costs. The Edgewater board of directors decided not to pursue Buyer E’s revised proposal because the carve-out of Edgewater Ranzal would entail greater risk of completion than a whole company transaction and because Buyer E’s proposal required the assumption of a significant amount of debt, which would leave the combined business with a debt / EBITDA level well above those of comparable public companies.

On December 26, 2017, Alithya submitted to William Blair a revised non-binding term sheet with an implied post-transaction equity split of 60.0% to Alithya shareholders and 40.0% to Edgewater stockholders, as well as a U.S.$25.0 million dividend payable to Edgewater stockholders.

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On December 27, 2017, William Blair submitted to Alithya a counterproposal with an implied post-transaction equity split of 55.0% to Alithya shareholders and 45.0% to Edgewater stockholders, as well as a U.S.$25.0 million dividend payable to Edgewater stockholders.

On December 29, 2017, Alithya submitted to William Blair a revised non-binding term sheet with an implied post-transaction equity split of 55.0% to Alithya shareholders and 45.0% to Edgewater stockholders, as well as a U.S.$15.0 million dividend payable to Edgewater stockholders.

On January 2, 2018, the Edgewater board of directors held a telephonic meeting at which representatives of Edgewater senior management, William Blair and McDonald Hopkins were present. William Blair reviewed the terms of the non-binding term sheet submitted by Alithya and explained various alternative proposals discussed by Alithya and William Blair. The Edgewater board of directors, with input from Edgewater senior management, William Blair and McDonald Hopkins, discussed the proposed transaction and various potential alternative proposals. There was consensus in favor of a revised proposal that would include a post-transaction equity split of 55.0% to Alithya shareholders and 45.0% to Edgewater stockholders, as well as a U.S.$20.5 million dividend payable to Edgewater stockholders. Following discussion, the Edgewater board of directors authorized and approved the terms of the non-binding term sheet submitted by Alithya, substantially in the form presented to the Edgewater board of directors, subject to the changes discussed above, provided that the Interim President and Chief Executive Officer of Edgewater would be authorized to negotiate and make such final modifications to the non-binding term sheet determined by such officer to be necessary or appropriate.

Also on January 2, 2018, William Blair submitted to Alithya a counterproposal with an implied post-transaction equity split of 55.0% to Alithya shareholders and 45.0% to Edgewater stockholders, as well as a U.S.$20.5 million dividend payable to Edgewater stockholders.

Between January 5, 2018 and January 9, 2018, Alithya and Osler, Hoskin & Harcourt LLP (“Osler”), Alithya’s legal counsel, Edgewater, William Blair and McDonald Hopkins exchanged comments to the non-binding term sheet submitted by Alithya. The focus of the discussions involved proposed revisions of business terms related to specified financial targets for each of Alithya and Edgewater to be met as of closing, Edgewater stockholder lock-up agreements and an exclusivity period applicable to Edgewater.

On January 9, 2018, Alithya and Edgewater signed an non-binding term sheet providing for: (i) a post-transaction implied equity split of 55.0% to Alithya shareholders and 45.0% to Edgewater stockholders, (ii) founders of Alithya holding Alithya Multiple Voting Common Shares would receive equivalent New Alithya Multiple Voting Shares, (iii) specified financial targets for each of Alithya and Edgewater would be met as of closing; (iv) Edgewater would be permitted to declare a special dividend prior to closing of U.S.$20.5 million, subject to a dollar-for-dollar increase or decrease to the extent Edgewater’s net cash position immediately prior to closing is greater or less than U.S.$8.5 million; (v) three of the nine members of the board of directors of the New Alithya would be nominated by Edgewater; and (vi) Edgewater would be subject to a 75-day exclusivity period.

On January 10, 2018, Alithya and William Blair discussed next steps in the process.

On January 11, 2018, Alithya, Alithya’s advisors, Edgewater and Edgewater’s advisors participated in a telephonic meeting to formally begin the process.

Throughout January, February and March 2018, Alithya and Edgewater continued to conduct mutual due diligence. During this period, Alithya engaged Desjardins Securities Inc. (“Desjardins”) to be its financial advisor and Raymond Chabot Grant Thornton (“RCGT”) to perform its accounting and tax due diligence. Also during this period, Edgewater engaged KPMG LLP (“KPMG”) to perform due diligence on Alithya in the accounting, tax, human resources and IT areas. The companies and their advisors met in person and conducted multiple telephonic meetings. Discussions during this period revolved around process timeline, diligence efforts and financial projections.

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On February 27, 2018, Osler sent a draft arrangement agreement for the proposed transaction to Edgewater, McDonald Hopkins and Davis Malm. In addition to the key terms addressed in the non-binding term sheet signed by the parties, the draft arrangement agreement included a termination right for Alithya in the event the Edgewater stock price for the 20 trading days prior to closing was less than a specified floor amount.

On March 2, 2018, the Edgewater board of directors held a telephonic meeting at which representatives of Edgewater senior management, William Blair, McDonald Hopkins and Davis Malm were present. William Blair provided an update to the Edgewater board of directors regarding the process and anticipated timeline to signing and announcing the contemplated transaction with Alithya. McDonald Hopkins reviewed key provisions included in the initial draft of the arrangement agreement.

On March 5, 2018, McDonald Hopkins sent a revised draft of the arrangement agreement to Alithya and Osler.

On March 7, 2018, the Edgewater board of directors met with Paul Raymond, Alithya’s Chief Executive Officer and President, to discuss his vision for the combined entity, Alithya’s strategic approach and his perspective of the benefits of combining the operations of Alithya and Edgewater.

Also on March 7, 2018, McDonald Hopkins sent a draft shareholders agreement to Alithya and Osler that included a voting arrangement among certain Alithya shareholders and Edgewater stockholders to address board composition for New Alithya and registration rights for New Alithya Shares.

On March 8, 2018, Osler, McDonald Hopkins and Davis Malm discussed various open issues with the arrangement agreement, including a floor trading price and other financial targets that would be conditions to closing, required tax-related opinions, the capital structure and the board composition for New Alithya and an expense fee if the arrangement agreement is terminated under certain circumstances. Osler indicated that Alithya’s intention was to address board composition matters for New Alithya by post-closing covenants included in the arrangement agreement rather than having a separate shareholders agreement.

On March 9, 2018, the Edgewater board of directors held a meeting at which representatives of Edgewater senior management, William Blair, McDonald Hopkins, Davis Malm and KPMG were present. William Blair provided an update regarding timing of the transaction and the status of its financial modeling. KPMG presented findings of its financial statement due diligence of Alithya and other accounting diligence matters. KPMG also presented the findings of its diligence review of Alithya in the tax, human resources and IT areas. McDonald Hopkins then discussed the legal due diligence of Alithya completed by U.S. and Canadian counsel for Edgewater with respect to organizational, lease and contract matters involving Alithya. Edgewater senior management, together with McDonald Hopkins, then provided a status report regarding the negotiation of the definitive arrangement agreement.

During the evening of March 9, 2018, Mr. Raymond communicated to Mr. Rutherford concerns regarding the recent financial performance of the Edgewater Ranzal business unit. In light of such concerns, Mr. Raymond indicated to Mr. Rutherford that Alithya was proposing changes to the transaction terms that would result in a reduced equity ownership percentage in New Alithya for Edgewater stockholders.

On March 10, 2018, Desjardins and William Blair discussed proposed changes to the transaction terms. The focus of the discussions involved the post-transaction equity split in New Alithya for Alithya shareholders and Edgewater stockholders and a floor trading price for the Edgewater stock prior to closing before there is triggered either an adjustment to the exchange ratio for the Edgewater stock or a termination right for the benefit of Alithya. Desjardins communicated that Alithya proposed changing the post-transaction equity split from the previously agreed upon 55.0% for Alithya shareholders and 45.0% for Edgewater stockholders to 60.0% for Alithya shareholders and 40.0% for Edgewater stockholders. In addition, Desjardins communicated that Alithya proposed that the floor trading price be U.S.$5.10.

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During March 10, 2018 and March 11, 2018, Mr. Rutherford and William Blair provided updates to Edgewater board members regarding the ongoing negotiations with Alithya. Mr. Rutherford indicated the key economic terms being discussed were the post-transaction equity split in New Alithya and the floor trading price concept. Edgewater board members were in favor of proposing a potential reduction to the amount of the dividend payable to Edgewater stockholders in order to increase the post-transaction equity split in New Alithya for Edgewater stockholders.

During March 11, 2018 and March 12, 2018, Desjardins and William Blair discussed a number of proposals and counterproposals that centered on three economic terms: (i) the post-transaction equity split in New Alithya for Alithya shareholders and Edgewater stockholders; (ii) the amount of the dividend payable to Edgewater stockholders; and (iii) a floor trading price for the Edgewater stock prior to closing before there is triggered either an adjustment to the exchange ratio for the Edgewater stock or a termination right for the benefit of Alithya.

On March 12, 2018, Alithya and Edgewater agreed to: (i) the post-merger equity split of 58.0% for Alithya shareholders and 42.0% for Edgewater stockholders; (ii) a U.S.$20.5 million dividend payable to Edgewater stockholders; and (iii) a U.S.$5.25 floor trading price for the Edgewater stock prior to closing before there is triggered either an adjustment to the exchange ratio for the Edgewater Common Stock or a termination right for the benefit of Alithya.

Also on March 12, 2018, Osler sent a revised draft of the arrangement agreement to Edgewater, McDonald Hopkins and Davis Malm and a draft of the support agreement to be entered into by certain Alithya shareholders and Edgewater stockholders.

Between March 12, 2018 and March 14, 2018, Alithya, Desjardins, Osler, Edgewater, William Blair, McDonald Hopkins and Davis Malm exchanged comments to the arrangement agreement.

On March 13, 2018, representatives of Osler, McDonald Hopkins and Davis Malm finalized the terms of the support agreement.

On March 14, 2018, William Blair presented its fairness opinion to William Blair’s Fairness Opinion Committee. No objections were raised as to the fairness of the transaction by William Blair’s Fairness Opinion Committee.

Also on March 14, 2018, the Edgewater board of directors held a meeting at which representatives of Edgewater senior management, William Blair, McDonald Hopkins and Davis Malm were present. Edgewater senior management and William Blair updated the Edgewater board of directors regarding the negotiations with Alithya since the March 9, 2018, conversation between Mr. Raymond and Mr. Rutherford. William Blair summarized the various scenarios considered since March 9, 2018, and analyzed the implied valuations in light of the post-transaction equity split and the dividend amounts included in such scenarios.

Following the presentation by William Blair, Edgewater senior management and McDonald Hopkins reviewed the overall process involving Alithya and the negotiation of the definitive arrangement agreement and ancillary documents, including the support agreements with officers, directors and a major stockholder of Edgewater. McDonald Hopkins then reviewed in detail the terms of the arrangement agreement, specifically addressing: (i) the structure of the transaction, including capital structure of New Alithya, stock and option exchanges, the registration process and expected tax treatment; (ii) the representations, warranties and covenants of the parties; (iii) key financial terms, including financial targets for the parties at closing, the special dividend to Edgewater stockholders and the floor trading price for Edgewater stock before there is triggered either an adjustment to the exchange ratio for the Edgewater stock or a termination right for the benefit of Alithya; (iv) the composition of the board of directors of New Alithya after closing; (v) closing conditions; (vi) no-shop terms and fiduciary out provisions; and (vii) termination provisions, including potential termination fees and expense fees.

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During the morning of March 15, 2018, Osler sent a revised draft of the arrangement agreement to Edgewater, McDonald Hopkins and Davis Malm.

Also on March 15, 2018, the Edgewater board of directors held a meeting at which representatives of Edgewater senior management, William Blair, McDonald Hopkins and Davis Malm were present. McDonald Hopkins reviewed the revised arrangement agreement and the changes made since the conclusion of the meeting on March 14, 2018. William Blair then presented its fairness opinion to the Edgewater board of directors. William Blair’s financial analysis regarding the fairness opinion is summarized below under the heading “ —Opinion of Edgewater’s Financial Advisor ” beginning on page 73. In the evening of March 15, 2018, William Blair presented Edgewater’s legal counsel with a letter indicating that as of that date and based on and subject to the assumptions, procedures, factors, qualifications and limitations set forth therein, the exchange ratio for the Edgewater Common Stock and the dividend payable to Edgewater stockholders pursuant to the terms and conditions set forth in the arrangement agreement are fair from a financial perspective to Edgewater stockholders.

Following the presentation by William Blair, the Edgewater board of directors, with input from Edgewater senior management, discussed the proposed transaction, the benefits and risks of combining Edgewater’s operations with Alithya and the risks of remaining a stand-alone entity. Based upon the discussions and deliberations at the March 9, 2018, March 14, 2018 and March 15, 2018, meetings, the support of Edgewater senior management and other factors described under the heading “ —Recommendations of Edgewater’s Board of Directors; Edgewater’s Reasons for the Merger ” beginning on page 67, the Edgewater board of directors authorized and approved the arrangement agreement and its terms and conditions, substantially in the form presented to the Edgewater board of directors, provided that the Interim President and Chief Executive Officer of Edgewater would be authorized to negotiate and make such final modifications to such arrangement agreement determined by such officer to be necessary or appropriate.

During the evening of March 15, 2018, the parties finalized and signed the arrangement agreement, and certain Alithya shareholders and Edgewater stockholders signed support agreements.

During the morning of March 16, 2018, the parties publicly announced the transaction. Later on March 16, 2018, Edgewater filed with the SEC a Form 8-K reporting the signing of the arrangement agreement and its Form 10-K for Edgewater’s fiscal year ended December 31, 2017 describing the signing of the arrangement agreement as a subsequent event.

On March 19, 2018, Alithya and Edgewater held a joint conference call for investors.

On September 10, 2018, the Edgewater board of directors held a meeting at which representatives of Edgewater senior management and McDonald Hopkins were present. At that meeting, Edgewater senior management and McDonald Hopkins reviewed and discussed a proposed amendment to the arrangement agreement. The proposed amendment contemplated, among other changes, extending the outside date to December 15, 2018, clarifying certain deliverables of Edgewater to Alithya prior to closing, clarifying the timing and procedure of the declaration and payment of the Edgewater special dividend, clarifying the calculation of the exchange ratio and removing the delivery of a legal opinion relating to Section 7874 of the Code as a closing condition for both Alithya and Edgewater, based on the board of directors of each of Alithya and Edgewater determining that the likelihood of New Alithya being treated as a U.S. corporation for U.S. federal income tax purposes under Section 7874 of the Code is sufficiently low to not warrant the associated time and cost. Based upon such discussions, the Edgewater board of directors authorized and approved the amendment to the arrangement agreement, substantially in the form presented to the Edgewater board of directors, provided that the Interim President and Chief Executive Officer of Edgewater would be authorized to negotiate and make such final modifications to such amendment to arrangement agreement determined by such officer to be necessary or appropriate.

On September 10, 2018, the parties finalized and signed the amendment to the arrangement agreement.

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On September 11, 2018, Edgewater filed with the SEC a Form 8-K reporting the signing of the amendment to arrangement agreement.

Recommendations of Edgewater’s Board of Directors; Edgewater’s Reasons for the Merger

At its meetings held on March 14, March 15 and September 10, 2018, the Edgewater board of directors unanimously approved the arrangement agreement and the transactions contemplated thereby (including the merger). The Edgewater board of directors unanimously recommends that the stockholders of Edgewater vote for the approval and adoption of the arrangement agreement and the transactions contemplated thereby (including the merger) and for the other resolutions to be considered at the Edgewater special meeting.

The Edgewater board of directors considered many factors in determining to recommend the approval and adoption of the arrangement agreement and the transactions contemplated thereby (including the merger). In arriving at its determination, the board of directors consulted with Edgewater’s senior management, legal advisors, financial advisors, accounting advisors and other advisors, reviewed a significant amount of information, considered a number of factors and concluded, in the board’s business judgment, that the transactions are likely to result in significant strategic and financial benefits to Edgewater and its stockholders, including:

These beliefs are based in part on the following factors considered by the Edgewater board of directors:

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In the course of its deliberations, the Edgewater board of directors also considered a variety of risks and other potentially negative factors, including the following:

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After considering the foregoing potentially positive and potentially negative factors, the Edgewater board of directors unanimously concluded, in the board’s business judgment, that the potentially positive factors relating to the arrangement agreement and the transactions contemplated thereby (including the merger) substantially outweighed the potentially negative factors.

The foregoing discussion of the information and factors considered by the Edgewater board of directors is not exhaustive but rather is intended to reflect the principal material factors considered by the Edgewater board of directors in its consideration of the transactions. In view of the complexity, and the large number, of the factors considered, the Edgewater board of directors, both individually and collectively, did not find it practicable to and did not attempt to quantify or assign any relative or specific weight to the various factors. Rather, the Edgewater board of directors based its recommendation on the totality of the information presented to and considered by it. In addition, individual members of the Edgewater board of directors may have given different weights to different factors.

The foregoing discussion of the information and factors considered by the Edgewater board of directors is forward-looking in nature. This information should be read in light of the factors described under the section entitled “ Cautionary Note Regarding Forward-Looking Statements ” beginning on page 56.

Edgewater and Alithya Unaudited Prospective Financial Information

Neither Alithya nor Edgewater, as a matter of course, makes public long-term projections as to future revenues, earnings or other results due to, among other reasons, the uncertainty of the underlying assumptions

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and estimates. However, in connection with the evaluation of the arrangement agreement and the transactions contemplated therein (including the merger), each of Alithya and Edgewater made available to the other party and its respective financial advisors certain unaudited prospective financial information on a stand-alone, pre-transaction basis.

Furthermore, as discussed below and under “ —Opinion of Edgewater’s Financial Advisor ” beginning on page 73, William Blair reviewed certain internal financial and operating information with respect to the business, operations and prospects of Alithya and Edgewater, including, with respect to Alithya, certain unaudited, management prepared forecasts, projections and estimates (the “Alithya Projections”) and, with respect to Edgewater, certain unaudited, management prepared forecasts, projections and estimates (the “Edgewater Projections”). The Alithya Projections and Edgewater Projections were used for the purposes of generating projected New Alithya income statements. The Alithya Projections and Edgewater Projections were made available to the Edgewater board of directors in connection with the presentation of the financial analyses of William Blair. The inclusion of information about the Edgewater Projections and the Alithya Projections in this prospectus/proxy statement should not be regarded as an indication that any of Alithya, Edgewater, their respective affiliates, officers, directors, employees, advisors or other representatives or any other recipient of this information considered, or now considers, the Edgewater projections or the Alithya projections to be predictive of actual future results. The information about the Edgewater Projections and the Alithya Projections included in this prospectus/proxy statement is presented solely to give Edgewater stockholders access to the information that was made available to Edgewater’s financial advisor and/or the Edgewater board of directors, as applicable. Inclusion of the summary information below regarding the financial forecasts in this prospectus/proxy statement is not intended to influence a stockholder’s decision whether to vote for the transactions.

The Edgewater Projections and the Alithya Projections are each subjective in many respects and thus subject to interpretation. While presented with numeric specificity, and considered reasonable by management at the time they were prepared, the Edgewater Projections and the Alithya Projections reflect numerous estimates and assumptions with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to Alithya’s and Edgewater’s businesses, including, but not limited to, the launch of products and services currently in Edgewater’s and Alithya’s respective pipelines, the commercial performance of certain products and services, and cost savings unrelated to the transaction which may ultimately prove to be incorrect; and the factors listed in this prospectus/proxy statement under the sections entitled “ Risk Factors ” and “ Cautionary Note Regarding Forward-Looking Statements ,” all of which are difficult to predict and many of which are beyond Alithya’s or Edgewater’s control. Furthermore, other than with respect to certain adjustments made by Edgewater management, the Alithya Projections were not internally prepared or adopted by Edgewater management. The information contained in the Alithya Projections was prepared at the time for purposes unrelated to the management of Alithya’s or Edgewater’s business and was based on assumptions that may no longer be accurate. Many of the assumptions reflected in the Edgewater Projections and the Alithya Projections are subject to change and none of the Edgewater Projections or the Alithya Projections reflect revised prospects for Edgewater’s or Alithya’s business, changes in general business or economic conditions or any other transaction or event that has occurred or that may occur and that was not anticipated at the time such financial information was prepared. Neither Edgewater nor Alithya has updated, nor does either of them intend to update or otherwise revise, the Edgewater Projections or the Alithya Projections, except as required by law. There can be no assurance that the results reflected in any of the Edgewater Projections or the Alithya Projections will be realized or that actual results will not materially vary from the Edgewater Projections or the Alithya Projections, respectively. In addition, since the Edgewater Projections and the Alithya Projections cover multiple years, such information by its nature becomes less predictive with each successive year. Therefore, the inclusion of the Edgewater Projections and the Alithya Projections in this prospectus/proxy statement should not be relied on as predictive of actual future events nor construed as financial guidance.

Edgewater stockholders are urged to review Edgewater’s most recent SEC filings for a description of risk factors with respect to Edgewater’s businesses. You should read the section entitled “ Cautionary Note Regarding Forward-Looking Statements ” beginning on page 56 for additional information regarding the risks inherent in

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forward-looking information such as the financial projections and “ Where You Can Find More Information ” beginning on page 236.

The Edgewater Projections and the Alithya Projections were not prepared with a view toward public disclosure or for complying with the published guidelines of the SEC or any Canadian securities regulators regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, U.S. GAAP or IFRS. Neither Edgewater’s independent registered public accounting firm, nor Alithya’s independent registered public accounting firm, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the Edgewater Projections or the Alithya Projections, nor have they expressed any opinion or any other form of assurance on the Edgewater Projections or the Alithya Projections or the achievability of the results reflected in the Edgewater Projections or the Alithya Projections, and they assume no responsibility for the Edgewater Projections and the Alithya Projections. The BDO USA, LLP reports incorporated by reference into this prospectus/proxy statement relate to Edgewater’s historical financial information, and the Raymond Chabot Grant Thornton LLP reports included in this prospectus/proxy statement relate to Alithya’s historical financial information. These reports do not extend to the prospective financial information and should not be read to do so. Certain of the financial projections set forth herein, including non-GAAP or non-IFRS net income and Adjusted EBITDA, may be considered non-GAAP or non-IFRS financial measures, as the case may be. Non-GAAP and non-IFRS financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with U.S. GAAP and IFRS, respectively, and non-GAAP and non-IFRS financial measures as used by Edgewater and Alithya, respectively, may not be comparable to similarly titled amounts used by other companies. Quantitative reconciliations of the prospective non-GAAP and non-IFRS financial measures included herein to the most directly comparable U.S. GAAP and IFRS financial measures, respectively, have not been provided. Not all of the information necessary for quantitative reconciliations is available to Edgewater and Alithya at this time without unreasonable efforts. This is due primarily to variability and difficulty in making accurate detailed forecasts and projections. Accordingly, we do not believe that reconciling information for such projected figures would be meaningful.

For the reasons described above, readers of this prospectus/proxy statement are cautioned not to unduly rely on the Edgewater Projections or the Alithya Projections. Neither Alithya nor Edgewater has made any representation to Edgewater or Alithya, as applicable, or any other person in the arrangement agreement or otherwise concerning any of the Edgewater Projections or the Alithya Projections.

The Edgewater Projections and the Alithya Projections were prepared based on each of Alithya and Edgewater, respectively, as a stand-alone company. Such forecasts do not take into account the transactions, including the impact of negotiating or executing the transactions, the expenses that may be incurred in connection with consummating the transactions, the potential synergies that may be achieved by the combined company as a result of the transactions, the effect of any business or strategic decision or action that has been or will be taken as a result of the arrangement agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the arrangement agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the transactions.

The following tables present a summary of the Edgewater Projections and the Alithya Projections. These financial forecasts were based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Alithya or Edgewater. Important factors that may affect actual results and cause these financial forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to Alithya’s and Edgewater’s respective businesses (including the ability to achieve strategic goals, objectives and targets over the applicable periods), industry performance, the regulatory environment, general business and economic conditions, future acquisition and disposition activity and other factors described or referenced under “ Cautionary Note Concerning Forward-Looking Statements ” beginning on page 56. In addition, the forecasts also reflect assumptions that are subject to change and do not reflect revised prospects for Alithya’s or Edgewater’s businesses, changes in general business or economic conditions, or any other transaction or event

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that has occurred or that may occur and that was not anticipated at the time the financial forecasts were prepared. Accordingly, there can be no assurance that these financial forecasts will be realized or that Alithya’s or Edgewater’s future financial results will not materially vary from these financial forecasts.

No one has made or makes any representation to any stockholder or anyone else regarding the information included in the financial forecasts set forth below. Readers of this prospectus/proxy statement are cautioned not to rely on the forecasted financial information. Some or all of the assumptions which have been made regarding, among other things, the timing of certain occurrences or impacts, may have changed since the date such forecasts were made. Neither Edgewater nor Alithya has updated, and neither of them intends to update or otherwise revise, the financial forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions on which such forecasts were based are shown to be in error. Alithya’s and Edgewater’s projections are based on their respective management’s assumptions at the time. While management of Edgewater and Alithya believed such assumptions to be reasonable at the time, there can be no assurance that matters would develop as assumed and actual results may differ substantially.

Neither Edgewater’s nor Alithya’s management has any obligation to update any such assumptions. Accordingly, no undue reliance should be placed on any such assumptions or forecasts.

Note: Exchange rate as of March 12, 2018 was $1.00 = U.S.$0.78. The projected financials were prepared under IFRS.

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Opinion of Edgewater’s Financial Advisor

William Blair was retained to act as the financial advisor to the Edgewater board of directors to render certain investment banking services, including soliciting offers for the possible sale of Edgewater, which ultimately included the proposed transaction with Alithya, as set forth in the arrangement agreement. As part of its engagement, the Edgewater board of directors requested the opinion of William Blair as to the fairness, from a financial point of view, to the holders of the outstanding shares of Edgewater Common Stock, of the Aggregate Consideration (as defined below) to be received by the Edgewater stockholders pursuant to the terms and subject to the conditions set forth in the arrangement agreement. For purposes of this analysis, the “Aggregate Consideration” is comprised of (i) the special dividend of approximately U.S.$20.5 million (the “Dividend”) to be declared by Edgewater to its stockholders of record immediately prior to the consummation of the transactions contemplated by the arrangement agreement, subject to the adjustment as set forth in the arrangement agreement, and (ii) the ratio at which each share of Edgewater Common Stock will be converted into New Alithya Subordinate Voting Shares, subject to adjustment as set forth in the arrangement agreement, in connection with the merger (the “Exchange Ratio”). On March 15, 2018, William Blair delivered its oral opinion to the Edgewater board of directors and subsequently confirmed in writing, that, as of that date and based upon and subject to the assumptions, qualifications and limitations stated in its opinion, the Aggregate Consideration to be received by the Edgewater stockholders pursuant to the transactions contemplated by the arrangement agreement, is fair, from a financial point of view, to such stockholders.

The opinion described above delivered to the Edgewater board of directors was reviewed and approved by William Blair’s Fairness Opinion Committee. William Blair has consented to the inclusion in this prospectus/proxy statement of its opinion and the description of its opinion appearing under this heading “ Opinion of Edgewater’s Financial Advisor .”

THE FULL TEXT OF WILLIAM BLAIR’S WRITTEN OPINION, DATED MARCH 15, 2018, IS ATTACHED AS ANNEX E TO THIS PROSPECTUS/PROXY STATEMENT AND INCORPORATED INTO THIS PROSPECTUS/PROXY STATEMENT BY REFERENCE. YOU ARE URGED TO READ THE ENTIRE OPINION CAREFULLY AND IN ITS ENTIRETY TO LEARN ABOUT THE ASSUMPTIONS MADE, PROCEDURES FOLLOWED, MATTERS CONSIDERED AND LIMITS ON THE SCOPE OF THE REVIEW UNDERTAKEN BY WILLIAM BLAIR IN RENDERING ITS OPINION. WILLIAM BLAIR’S OPINION WAS DIRECTED SOLELY TO THE EDGEWATER BOARD OF DIRECTORS FOR ITS USE AND BENEFIT IN EVALUATING THE FAIRNESS OF THE TRANSACTIONS CONTEMPLATED BY THE ARRANGEMENT AGREEMENT. WILLIAM BLAIR’S OPINION RELATES ONLY TO THE FAIRNESS, FROM A FINANCIAL POINT OF VIEW, OF THE AGGREGATE CONSIDERATION TO BE RECEIVED BY THE HOLDERS OF EDGEWATER COMMON STOCK IN THE TRANSACTIONS PURSUANT TO THE ARRANGEMENT AGREEMENT, DOES NOT ADDRESS ANY OTHER ASPECT OF THE TRANSACTIONS, AND DOES NOT CONSTITUTE A RECOMMENDATION TO ANY EDGEWATER STOCKHOLDER AS TO HOW SUCH STOCKHOLDER SHOULD VOTE WITH RESPECT TO THE TRANSACTIONS. WILLIAM BLAIR DID NOT ADDRESS THE MERITS OF THE UNDERLYING DECISION BY EDGEWATER TO ENGAGE IN THE TRANSACTIONS. THE FOLLOWING SUMMARY OF WILLIAM BLAIR’S OPINION IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE FULL TEXT OF THE OPINION ATTACHED TO THIS PROSPECTUS/PROXY STATEMENT AS ANNEX E.

In connection with William Blair’s review of the transactions and the preparation of its opinion, William Blair examined or discussed, among other things:

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William Blair also held discussions with members of the senior management of Edgewater to discuss the foregoing, considered other matters that it deemed relevant to its inquiry, and took into account the accepted financial and investment banking procedures and considerations that it deemed relevant. In connection with William Blair’s engagement, William Blair was requested to approach, and subsequently held discussions with, third parties to solicit indications of interest in a possible acquisition of Edgewater.

In rendering its opinion, William Blair assumed and relied, without any independent verification, upon the accuracy and completeness of all the information examined by or otherwise reviewed or discussed with William Blair for purposes of this opinion including, without limitation, the Forecasts and the Expected Synergies provided by the senior management of Edgewater and Alithya, as applicable. The Expected Synergies provided by senior management of Edgewater consisted of between U.S.$8.7 million and U.S.$11.5 million of total estimated net synergies on an annual basis, pro forma for calendar year 2017 and projected for calendar years 2018 to 2020, primarily as a result of the reduction of corporate overhead expense. William Blair has not made or obtained an independent valuation or appraisal of the assets, liabilities or solvency of Edgewater or Alithya. William Blair has been advised by the senior management of Edgewater and Alithya that the Forecasts and the Expected Synergies examined by William Blair have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of Edgewater and Alithya, as the case may be. In that regard, William Blair assumed, with the consent of the Edgewater board of directors, that (i) the Forecasts will be achieved and the Expected Synergies will be realized in the amounts and at the times contemplated thereby and (ii) all material assets and liabilities (contingent or otherwise) of Edgewater and

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Alithya are as set forth in the financial statements of Edgewater and Alithya, as applicable, or other information made available to William Blair. William Blair did not express an opinion with respect to the Forecasts or the Expected Synergies or the estimates and judgments on which they are based. William Blair also assumed that any adjustments to the Aggregate Consideration will be made in accordance with the terms of the arrangement agreement, will not be material in amount or significance, and will not otherwise impact William Blair’s opinion. William Blair did not consider and expressed no opinion as to the amount or nature of the compensation to any of Edgewater’s officers, directors or employees (or any class of such persons) relative to the compensation to Edgewater’s other stockholders. William Blair’s opinion was based upon economic, market, financial and other conditions existing on, and other information disclosed to William Blair as of, the date of its opinion. It should be understood that, although subsequent developments may affect William Blair’s opinion, William Blair does not have any obligation to update, revise or reaffirm its opinion. William Blair relied as to all legal matters on advice of counsel to Edgewater, and assumed that the transactions will be completed on the terms described in the draft arrangement agreement dated as of March 14, 2018, without any amendment or waiver of any material terms or conditions by Edgewater.

William Blair expressed no opinion as to the price at which the Edgewater Common Stock and the New Alithya Subordinate Voting Shares will trade at any future time or as to the effect of the transactions on the trading price of the Edgewater Common Stock or the New Alithya Subordinate Voting Shares. In addition, William Blair expressed no opinion as to the reduction in voting power for Edgewater’s stockholders as a result of the Alithya Multiple Voting Common Shares to be issued to former shareholders of Alithya. William Blair noted for the Edgewater board of directors that Edgewater’s financial statements were prepared under U.S. GAAP and Alithya’s financial statements were prepared under IFRS and, as a result, the financial statements of the two entities may not be directly comparable. William Blair expressed no opinion as to the impact of the conversion of Edgewater’s financial statements from U.S. GAAP to IFRS.

William Blair’s investment banking services and its opinion were provided for the use and benefit of the Edgewater board of directors in connection with their consideration of the transactions. William Blair’s opinion was limited to the fairness, from a financial point of view, of the Aggregate Consideration to be received by Edgewater’s stockholders in connection with the transactions, and William Blair did not address the merits of the underlying decision by Edgewater to engage in the transactions and its opinion does not constitute a recommendation to any Edgewater stockholder as to how such stockholder should vote with respect to the transactions.

The following is a summary of the material analyses performed and material factors considered by William Blair in connection with its opinion. William Blair performed certain procedures, including each of the analyses described below, and reviewed with the Edgewater board of directors the assumptions upon which such analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by William Blair in this regard, it does set forth those considered by William Blair to be material in arriving at its opinion. The order of the summaries of analyses described below does not represent the relative importance or weight given to those analyses by William Blair. The analyses summarized below include information presented in a tabular format. In order to fully understand the analyses performed by William Blair, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the analyses performed by William Blair. Considering the data set forth in the tables below without considering the full narrative description of the analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the analyses performed by William Blair.

Contribution Analysis

William Blair calculated the relative contributions of Edgewater and Alithya to New Alithya’s combined revenue, pre-synergies EBITDA and Adjusted Business Unit EBITDA for calendar year 2017, based upon historical financial information and the Forecasts, and compared such contributions to the pro forma equity

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ownership in New Alithya. William Blair calculated certain values implied by such relative contributions. The following table summarizes the results of this analysis:

William Blair noted that the equity ownership of Edgewater’s stockholders in New Alithya is within the range of Edgewater’s contribution to New Alithya with respect to the financial metrics indicated above.

Selected Precedent Transactions Analysis

William Blair performed an analysis of selected recent business combinations consisting of transactions announced and closed subsequent to January 1, 2014, and focused primarily on publicly traded IT and staffing services companies with publicly disclosed transaction values deemed to be most relevant by William Blair based on its professional judgment. William Blair’s analysis was based solely on publicly available information regarding such transactions. The selected transactions were not intended to be representative of the entire range of possible transactions in the respective industries. The fifteen transactions examined were (identified by target/ acquirer and closing date):

William Blair reviewed the consideration paid in the selected transactions in terms of the enterprise value of such transactions as a multiple of revenue and adjusted earnings before interest, taxes, depreciation and amortization, which we refer to as adjusted EBITDA, for the last twelve month (“LTM”) period prior to the closing (or announcement, in the case of LiquidHub, Inc. / Capgemini SE) of the applicable transaction. William Blair considered the transaction multiples of revenue and adjusted EBITDA for Edgewater for the LTM period ended December 31, 2017 and compared them to the resulting range of transaction multiples of LTM

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revenue and LTM adjusted EBITDA for the selected transactions. Information regarding the multiples from William Blair’s analysis of selected transactions, to the extent meaningful, is set forth in the following tables:

William Blair noted that the implied valuation multiple of enterprise value / LTM revenue for Edgewater based on the transactions was within the range of multiples of the selected IT services transactions and above the range of multiples of the selected staffing services transactions, and the implied valuation multiple of enterprise value / LTM adjusted EBITDA for Edgewater based on the transactions was above the range of multiples of the selected IT services and staffing services transactions.

Although William Blair analyzed the multiples implied by the selected transactions and compared them to the implied transaction multiples of Edgewater, Alithya and New Alithya, none of these transactions or associated companies is identical to the transactions or Edgewater. Accordingly, any analysis of the selected transactions necessarily involves complex considerations and judgments concerning the differences in financial and operating characteristics, parties involved and terms of their transactions and other factors that would necessarily affect the implied value of Edgewater versus the values of the companies in the selected transactions.

Selected Publicly Traded Companies Analysis

William Blair reviewed and compared certain financial information relating to Edgewater and Alithya, as well as expected financial information concerning New Alithya, both with and without giving effect to expected synergies, to corresponding financial information, ratios and public market multiples for a selected group of publicly-traded companies sharing a similar company profile to New Alithya. Although none of the selected companies was directly comparable to New Alithya, the companies listed were selected because they are publicly traded companies focused on IT services and staffing services that, for purposes of this analysis, may be deemed reasonably comparable to New Alithya. The IT services companies selected by William Blair were: (i) Accenture Plc; (ii) Cognizant Technology Solutions Corp.; (iii) Infosys Ltd.; (iv) MindTree Ltd.; (v) Perficient, Inc.; (vi) Persistent Systems Limited; (vii) Syntel, Inc.; (viii) Tech Mahindra Ltd.; (ix) Virtusa Corporation; and (x) Wipro Limited. The staffing services companies selected by William Blair were: (i) Kforce Inc. and (ii) ManpowerGroup Inc.

Among the information William Blair considered were revenue and adjusted EBITDA. In calculating adjusted EBITDA, William Blair adjusted for certain non-cash items, including stock-based compensation, acquisitions and other non-recurring items. William Blair considered the enterprise value for each company (including Edgewater, Alithya and New Alithya), which William Blair calculated as the equity value, plus total debt, minority interest and preferred stock, less cash and cash equivalents. The equity value of each of Edgewater, Alithya and New Alithya was calculated using a share price of U.S.$6.26 per share, the closing stock price of Edgewater on March 9, 2018, and the equity value of each selected public company was calculated using the closing stock price as of March 9, 2018, multiplied by the fully diluted shares outstanding (the common stock outstanding and in-the-money common stock equivalents calculated using the treasury method). Enterprise

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values were then divided by (i) the revenue and adjusted EBITDA for each company for the LTM period ended December 31, 2017; and (ii) the projected revenue and adjusted EBITDA for each company for calendar year 2018, in each case to arrive at certain multiples. The operating results and the corresponding derived multiples for each of the selected public companies were based on each company’s most recent available publicly disclosed financial information and closing share prices as of March 9, 2018. The implied enterprise value of Edgewater is based on the equity value implied by the Aggregate Consideration plus the total debt, less cash and cash equivalents projected by Edgewater senior management as of March 8, 2018.

William Blair then compared the multiples implied for Edgewater based on the transactions to the range of trading multiples for the aggregate group of selected public companies. Information regarding the multiples from William Blair’s analysis of selected publicly traded companies is set forth in the following tables.