/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH U.S.
NEWSWIRE SERVICES/
TORONTO, April 25, 2013 /CNW/ - Angoss Software Corporation ("Angoss") (TSX-V: ANC) is pleased to announce the completion of its
previously announced plan of arrangement (the "Arrangement") involving
Angoss, Peterson Partners, Inc. ("Peterson Partners"), and a
wholly-owned subsidiary of Peterson Partners ("Peterson Sub"), whereby,
among other things, Peterson Sub has acquired all of the issued and
outstanding common shares of Angoss (the "Shares") not owned by Martin
Galligan or his associates for $0.525 per Share in cash. The
Arrangement was approved by special resolution of Angoss' shareholders
and warrantholders at Angoss' annual and special meeting of
shareholders held on April 16, 2013. The final court order approving
the Arrangement was obtained on April 19, 2013.
The Shares are being halted from trading pending delisting from the TSX
Venture Exchange, which is expected to occur on or about April 29,
2013. In addition, Angoss intends to make the required filings with the
relevant Canadian securities regulatory authorities in order for Angoss
to cease to be a reporting issuer in the Canadian provinces in which it
is currently a reporting issuer.
Registered shareholders and warrantholders of Angoss who have not yet
sent fully completed letters of transmittal, accompanied by original
Share and/or warrant certificates, to the depositary, Computershare
Investor Services Inc. ("Computershare"), are reminded that they should
do so promptly in order to receive the cash consideration under the
terms described in Angoss' management information circular dated March
18, 2013 (the "Circular"). The Circular and the letters of transmittal
are available under Angoss' profile on SEDAR at www.sedar.com. Holders of Class A Preferred Shares, Series 2 in the capital of
Angoss ("Series 2 Shares") need not take any action to receive the cash
consideration payable on the redemption of their Series 2 Shares, which
will be paid by way of cheque(s) mailed by Computershare.
Non-registered holders of Shares whose Shares were registered in the
name of a broker, investment dealer, bank, trust company or other
nominee should contact that nominee for instructions and assistance in
depositing such Shares and arranging for payment of the cash
consideration.
This news release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of, the
securities described herein in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities described herein
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act"), or any
U.S. state securities laws, and may not be offered or sold in the
United States or to U.S. persons except in compliance with the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws or pursuant to an exemption therefrom.
About Angoss Software Corporation
Angoss is a global leader in delivering predictive analytics to
businesses looking to improve performance across sales, marketing and
risk. With a suite of desktop, client-server and big data analytics
software products and cloud solutions, Angoss delivers powerful
approaches to turn information into actionable business decisions and
competitive advantage. Angoss software products and solutions are
user-friendly and agile, making predictive analytics accessible and
easy to use. Many of the world's leading financial services, insurance,
retail, health care and information communication and technology
organizations use Angoss predictive analytics software products and
solutions to grow revenue, increase sales productivity and improve
marketing effectiveness while reducing risk and cost. Headquartered in
Toronto, Canada, Angoss has offices in the United States and United
Kingdom. For more information, visit www.angoss.com.
This press release includes forward-looking statements within the
meaning of applicable securities laws. Forward-looking statements
relate to analyses and other information that are based on management's
forecasts of future results, operations, and transactions, and on
estimates of amounts not yet determinable. These statements may
involve, but are not limited to, comments relating to strategies,
expectations, planned operations and corporate transactions, or future
actions. Forward-looking statements are identified by the use of terms
and phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "preliminary", "project",
"will", "would", and similar terms and phrases, including references to
assumptions.
Forward-looking statements, by their nature, are based on assumptions,
including those described herein, and are subject to important risks
and uncertainties. Forward-looking statements cannot be relied upon due
to, amongst other things, changing external events and general
uncertainties of the business. Actual results may differ materially
from results indicated in forward-looking statements due to a number of
factors, including without limitation: that the sale of our products
and services involves a long sales cycle; that the economic environment
and business conditions will remain difficult to predict; the risk of
competition in our target markets; the risk that we may not respond
adequately to evolving technologies; the risk that we or our customers
may have difficulties in introducing our products or services; the risk
that we will encounter difficulties in continuing to offer services;
the risk of conducting our operations in a variety of international
locations; the costs that we may incur as a result of litigation
against us; the risk of future capital needs and uncertainty of
additional financing; the need for us to manage our planned growth and
expansion; the risk of the effects of product development and need for
continued technological change; the risk related to protection of
proprietary rights; the effect of government regulation and compliance
on us and the industry in which we operate; network security risks; the
risk related to our ability to maintain properly working systems; the
risk of reliance on key personnel; the risk of volatile securities
markets impacting security pricing unrelated to operating performance;
and the risk that proposed transactions will not be completed as
planned, as well as the factors identified throughout this news release
and those identified in section entitled "Risks" of our management's
discussion and analysis filed on www.sedar.com. The forward-looking statements contained in this news release represent
our expectations as of the date of this news release (or as of the date
they are otherwise stated to be made), and are subject to change after
such date. However, we disclaim any intention or obligation to update
or revise any forward-looking statements whether as a result of new
information, future events or otherwise, except as required under
applicable securities regulations.
Note: Neither TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: ANGOSS Software Corporation
