LONDON and VANCOUVER, BC, Aug. 29, 2024 /CNW/ - Copperleaf Technologies Inc. (TSX: CPLF) ("Copperleaf" or the "Company") is pleased to announce that Industrial and Financial Systems, IFS AB ("IFS") has completed the previously announced acquisition of Copperleaf pursuant to a statutory plan of arrangement (the "Arrangement") under the Canada Business Corporations Act. In accordance with the terms of the Arrangement, IFS indirectly acquired all of the issued and outstanding common shares in the capital of Copperleaf (the "Shares") for $12.00 in cash per Share, representing a total equity value of approximately $1.0 billion on a fully diluted basis.
The Shares are expected to be de-listed from the Toronto Stock Exchange on or about the closing of trading on August 30, 2024. It is anticipated that Copperleaf will apply to cease to be a reporting issuer under applicable Canadian securities laws.
The Arrangement was originally announced on June 11, 2024, and was approved by the Company's shareholders at a special meeting held on August 2, 2024. The Company obtained a final order in respect of the Arrangement from the Supreme Court of British Columbia on August 7, 2024.
Further information regarding the Arrangement is provided in the management information circular of the Company dated June 28, 2024 (the "Circular") prepared in connection with the Arrangement and the Company's subsequent related news releases, all of which are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on Copperleaf's website at https://investors.copperleaf.com.
Enclosed with the Circular was a letter of transmittal explaining how registered shareholders of the Company can submit their Shares in order to receive the consideration to which they are entitled in connection with the Arrangement. Registered shareholders who have questions on how to complete the letter of transmittal should direct their questions to the Company's transfer agent and depositary, Odyssey Trust Company, 1-888-290-1175 (toll-free within North America), 1-587-885-0960 (outside of North America), or by email at Corp.actions@odysseytrust.com. Beneficial shareholders holding Shares that are registered in the name of an intermediary must contact their broker or other intermediary to submit their instructions with respect to the Arrangement and to arrange for the surrender of their Shares in order to receive the consideration to which they are entitled in connection with the Arrangement.
Advisors
BMO Capital Markets acted as exclusive financial advisor to a special committee of independent directors of Copperleaf (the "Special Committee") formed to evaluate the Arrangement. Fort Capital Partners acted as independent financial advisor to the Special Committee and the board of directors of Copperleaf. Fasken Martineau DuMoulin LLP acted as legal counsel to Copperleaf and the Special Committee in connection with the Arrangement.
Arma Partners LLP acted as exclusive financial advisor to IFS, and Davies Ward Phillips & Vineberg LLP and White & Case LLP acted as legal counsel to IFS.
About Copperleaf Technologies Inc.
Copperleaf (TSX:CPLF) provides enterprise decision analytics software solutions to companies managing critical infrastructure. Copperleaf leverages operational and financial data to empower its clients to make investment decisions that deliver the highest business value. What sets Copperleaf apart is its industry-leading products and its commitment to providing extraordinary experiences, shaped by people who care deeply and partnerships that stand the test of time. Copperleaf is actively involved in shaping and implementing global industry standards and sustainability principles through its participation in the United Nations Global Compact, the Institute of Asset Management, and other organizations. Headquartered in Vancouver, Canada, Copperleaf's solutions are distributed and supported by regional staff and partners worldwide. Together, we are transforming how the world sees value.
About IFS
IFS develops and delivers cloud enterprise software for companies around the world who manufacture and distribute goods, build and maintain assets, and manage service-focused operations. Within IFS's single platform, the company's industry specific products are innately connected to a single data model and use embedded digital innovation so that company customers can be their best when it really matters to their customers—at the Moment of Service™. The industry expertise of the company's people and of its growing ecosystem, together with a commitment to deliver value at every single step, has made IFS a recognized leader and the most recommended supplier in its sector. IFS's team of over 6,000 employees every day live our values of agility, trustworthiness, and collaboration in how the company supports its 6,500+ customers.
Additional Early Warning Disclosure
Immediately prior to the closing of the Arrangement, 16091857 Canada Inc. (the "Purchaser"), a corporation formed by IFS to effect the Arrangement, held no Shares. Following the closing of the Arrangement, the Purchaser owns 100% of the outstanding Shares. Copperleaf is now a wholly-owned subsidiary of the Purchaser and IFS will maintain an indirect ownership interest in Copperleaf.
An early warning report with additional information in respect of the foregoing matters will be filed and made available on SEDAR+ at www.sedarplus.ca under Copperleaf's profile or may be obtained directly upon request by contacting the IFS contact persons named below. The head office of Copperleaf is 2920 Virtual Way, Suite 140, Vancouver, British Columbia, V5M 0C4.
Cautionary Statement Regarding Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws in Canada.
Forward-looking information may relate to our future business, financial outlook, and anticipated events or results, and may include information regarding our financial position, business strategy, growth strategies, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding our expectations of future results, performance, achievements, prospects, or opportunities, or the markets in which we operate, is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expect" or "does not expect", "is expected", "is poised to", "an opportunity exists", "budget", "scheduled", "estimates", "outlook", "future", "financial outlook", "forecasts", "projection", "prospects", "strategy", "intends", "anticipates", "does not anticipate", "believes", or variations of such words and phrases, or statements that certain actions, events, or results "may", "could", "would", "might", "will" occur or be taken, or "will continue to" or "are poised to" be achieved. In addition, any statements that refer to expectations, intentions, projections, or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's current expectations, estimates and projections regarding possible future events or circumstances.
Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that we considered appropriate and reasonable as at the date such statements are made, and are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information, including but not limited to: statements with respect to the delisting of the Shares and Copperleaf ceasing to be a reporting issuer following closing of the Arrangement as well as statements regarding the impact of the Arrangement on IFS' and the Company's respective businesses and the intended conduct and growth of the Company's business following closing of the Arrangement; and the risk factors described in our 2023 Annual Information Form ("AIF") under "Risk Factors". A copy of the 2023 AIF can be accessed under our profile on the System for Electronic Document Analysis and Retrieval Plus ("SEDAR+") at www.sedarplus.ca. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as at the date made. We are under no obligation (and we expressly disclaim any such obligation) to update or alter any statements containing forward-looking information, the risks or assumptions underlying them, whether as a result of new information, future events or otherwise, except as required by law. All of the forward-looking information in this news release is qualified by the cautionary statements herein.
SOURCE Copperleaf Technologies Inc.
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