Absolute Obtains Final Order for Plan of Arrangement from the Supreme Court of British Columbia
July 04 2023 - 04:30PM
Business Wire
Absolute Software Corporation (NASDAQ: ABST) (TSX: ABST)
(“Absolute” or the “Company”) announced today that the
Company has obtained a final order from the Supreme Court of
British Columbia approving the previously announced acquisition of
all of the outstanding shares of Absolute (the “Shares”) by
1414364 B.C. LTD., an affiliate of Crosspoint Capital Partners,
L.P. (“Crosspoint”) by way of a statutory plan of
arrangement (the “Transaction” or the “Arrangement”).
Under the terms of the Arrangement, Absolute’s shareholders will
receive US$11.50 for each Share held (the
“Consideration”).
The Arrangement remains subject to customary closing conditions,
including approval under Australia’s Foreign Acquisitions and
Takeovers Act 1975 (the “FATA”), and is expected to close
during the second half of 2023. Following completion of the
Transaction, the common shares of Absolute are expected to be
delisted from the Toronto Stock Exchange and the Nasdaq Global
Market. An application will also be made for the Company to cease
to be a reporting issuer in the applicable jurisdictions following
completion of the Arrangement. The Company will also deregister the
Shares under the U.S. Securities Exchange Act of 1934, as
amended.
Further information regarding the Transaction is provided in the
Company’s management information circular dated May 26, 2023 (the
“Circular”). The Circular is available on SEDAR under the
Company’s profile at www.sedar.com and on the Company’s website at
https://www.absolute.com/company/investors/financials/.
About Absolute Software
Absolute Software (NASDAQ: ABST) (TSX: ABST) is the only
provider of self-healing, intelligent security solutions. Embedded
in more than 600 million devices, Absolute is the only platform
offering a permanent digital connection that intelligently and
dynamically applies visibility, control and self-healing
capabilities to endpoints, applications, and network connections -
helping customers to strengthen cyber resilience against the
escalating threat of ransomware and malicious attacks. Trusted by
nearly 21,000 customers, G2 recognized Absolute as a Leader for the
thirteenth consecutive quarter in the Spring 2023 Grid® Report for
Endpoint Management and for the third consecutive quarter in the G2
Grid Report for Zero Trust Networking.
About Crosspoint Capital Partners
Crosspoint Capital Partners is a private equity investment firm
focused on the cybersecurity, privacy and infrastructure software
markets. Crosspoint has assembled a group of highly successful
operators, investors and sector experts to partner with
foundational technology companies and drive differentiated returns.
Crosspoint has offices in Menlo Park, CA and Boston, MA. For more
information visit: www.crosspointcapital.com.
Cautionary Note Regarding Forward-Looking Statements:
This press release contains certain forward-looking statements
and forward-looking information, as defined under applicable U.S.
and Canadian securities laws (collectively, "forward-looking
statements"). The words “will”, “expect” and “scheduled”, and
similar terms and, within this press release, include, without
limitation, any statements (express or implied) respecting: the
Company’s ability to meet all conditions precedent set forth in the
arrangement agreement relating to the Arrangement (the “Arrangement
Agreement”), the Company’s ability to secure the required
regulatory approvals in connection with the Transaction including
the no objection notification under the FATA; the proposed timing
and completion of the Transaction; the delisting from the Toronto
Stock Exchange and Nasdaq Global Market and other statements that
are not statements of historical facts. Forward-looking statements
are not guarantees of future performance, actions, or developments
and are based on expectations, assumptions and other factors that
management currently believes are relevant, reasonable, and
appropriate in the circumstances.
Although management believes that the forward-looking statements
herein are reasonable, actual results could be substantially
different due to the risks and uncertainties associated with and
inherent to Absolute’s business (as more particularly described in
the “Risk and Uncertainties” section of Absolute’s Q3 F2023
Management’s Discussion and Analysis, which is available at
www.absolute.com and under Absolute’s SEDAR profile at
www.sedar.com and on EDGAR at www.sec.gov), as well as the
following particular risks: risks that a condition to closing of
the Transaction may not be satisfied; risks that the applicable
regulatory approval for the Transaction may not be obtained or be
obtained subject to conditions that are not anticipated; the effect
of the announcement of the proposed Transaction on the ability of
Absolute to retain and hire key personnel and maintain business
relationships with customers, suppliers and others with whom they
each do business, or on Absolute’s operating results; the market
price of common stock and business generally; potential legal
proceedings relating to the proposed Transaction and the outcome of
any such legal proceeding; the inherent risks, costs and
uncertainties associated with transitioning the business
successfully and risks of not achieving all or any of the
anticipated benefits of the Transaction, or the risk that the
anticipated benefits of the Transaction may not be fully realized
or take longer to realize than expected; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Arrangement Agreement; the risk that the
Transaction will not be consummated within the expected time
period, or at all; competitive changes in the marketplace
including, but not limited to, the pace of growth or adoption rates
of applicable products or technologies; downturns in the business
cycle; and worldwide economic and political disruptions as a result
of current events.
Actual results or events could differ materially from those
contemplated in forward-looking statements as a result of, without
limitation, the following: the occurrence of a “Material Adverse
Effect” (as defined in the Arrangement Agreement); the failure by
either party to satisfy any other closing condition in favour of
the other provided for in the Arrangement Agreement, which
condition is not waived; general business, economic, competitive,
political and social uncertainties; and the future performance,
financial and otherwise, of Absolute. All forward-looking
statements included in this press release are expressly qualified
in their entirety by these cautionary statements. The
forward-looking statements contained in this press release are made
as at the date hereof and Absolute undertakes no obligation to
update publicly or to revise any of the included forward-looking
statements, whether as a result of new information, future events,
or otherwise, except as may be required by applicable securities
laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20230704989657/en/
Media Relations Becki Levine press@absolute.com
858-524-9443 Investor Relations Joo-Hun Kim IR@absolute.com
212-868-6760
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