from OneSoft Solutions Inc. (isin : CA68276J1021)
OneSoft Solutions Inc. Announces Receipt of Interim Order from Court and Mailing of Circular for Special Meeting of Shareholders to Approve Arrangement with irth Solutions LLC and its Wholly-Owned Subsidiary irth Acquisition Corp.
OneSoft Shareholders to receive cash payment of $0.88 per Share - representing a 42% premium to the closing price of the Shares on August 9, 2024 and a 28% premium to the 20 day volume-weighted average trading price of the Shares.
Provides Shareholders with immediate liquidity and certainty of value.
OneSoft's Board unanimously recommends that Shareholders vote FOR the Arrangement at the Meeting.
EDMONTON, AB / ACCESSWIRE / September 17, 2024 / OneSoft Solutions Inc. (TSX-V:OSS) ("OneSoft" or the "Corporation") is pleased to announce that on September 16, 2024, the Corporation received an interim order (the "Interim Order") from the Court of King's Bench (Alberta) regarding the previously announced plan of arrangement whereby irth Acquisition Corp. (the "Purchaser"), a wholly-owned subsidiary of irth Solutions LLC (the "Parent"), will acquire all of the issued and outstanding common shares of the Corporation (each, a "Share") for C$0.88 per Share in cash (the "Consideration") pursuant to a statutory plan of arrangement under the Business Corporations Act (Alberta) (the "Arrangement"). The Interim Order authorizes OneSoft to proceed with various matters, including the holding of the special meeting of Shareholders (the "Meeting") to be held at 9:00 AM (Edmonton time) on October 24, 2024, to consider and vote on the Arrangement. The Arrangement is expected to close on or about October 30, 2024.
At the Meeting, Shareholders will be asked to consider and vote on the resolution to approve the Arrangement, which would involve, among other things, the Purchaser acquiring all the issued and outstanding Shares in exchange for the Consideration.
The Corporation's management information circular (the "Circular") and other meeting materials (together, the "Meeting Materials"), prepared in connection with the Arrangement are expected to be mailed to holders of Shares ("Shareholders") by September 27, 2024. The Circular contains, among other things, details concerning the Arrangement, the background to and reasons for the favourable recommendation of the Arrangement by both the Board of Directors (the "Board") and its special committee (the "Special Committee") comprised of independent directors, the requirements for the Arrangement to become effective, the procedure for receiving Consideration, and Meeting voting procedures. All Shareholders are urged to carefully review the Circular and accompanying Meeting Materials as they contain important information regarding the Arrangement and its consequences to Shareholders.
The Circular and accompanying Meeting Materials regarding the Arrangement will be mailed to Shareholders of record as of September 18, 2024, and will be available under the Corporation's profile on SEDAR+ at www.sedarplus.ca and available on OneSoft's website at www.onesoft.ca. Further details regarding the Meeting, including how Shareholders can attend and/or vote at the Meeting, are included in the Meeting Materials. Shareholders are reminded to vote before the proxy cut-off of 9:00 AM (Edmonton time) on October 22, 2024.
Selected Reasons for the Arrangement
Attractive Consideration with Significant Premium to Corporation Value. The Consideration payable under the Arrangement represents:
a premium of approximately 42% to the closing price per Share on the TSX-V on August 9, 2024, the last trading day immediately prior to the announcement of the Arrangement; and
a premium of approximately 28% to the 20-day volume-weighted average trading price per Share on the TSX-V for the period ended August 9, 2024.
Certainty of Value and Liquidity. The Consideration is all cash, which allows Shareholders to immediately realize value for their investment. It also provides certainty of value and immediate liquidity compared to the risks, uncertainties, difficulty, and longer potential timeline for realizing equivalent value from the Corporation's business. The Corporation has historically experienced limited trading volume, making it difficult for Shareholders to realize meaningful liquidity without negatively impacting the price of the Shares.
Value Supported by a Fairness Opinion. The Board and Special Committee received a Fairness Opinion from Grant Thornton LLP, (the "Financial Advisor") to the effect that, based upon and subject to the assumptions, limitations and qualifications contained in such opinion, and such other matters as the Financial Advisor considered relevant, as of the date of such opinion, the Consideration to be received by the Shareholders under the Arrangement is fair, from a financial point of view, to the Shareholders.
Transaction Certainty. The Purchaser's obligation to complete the Arrangement is subject to a limited number of closing conditions that the Board believes are reasonable in the circumstances. Completion of the Arrangement is not subject to any financing condition and the parties do not anticipate any regulatory impediments to the consummation of the Transaction. The Purchaser is a credible purchaser backed by a financial sponsor with a strong track-record of investing in technology companies.
Attractive Transaction Relative to Alternatives. After consultation with its legal advisors and review of the Fairness Opinion from the Financial Advisor, and after taking into account other strategic opportunities reasonably available to the Corporation and the potential benefits, risks and uncertainties associated with those other opportunities, the Special Committee and the Board believes that the Arrangement represents the Corporation's best alternative for maximizing Shareholder value.
YOUR VOTE IS IMPORTANT. PLEASE VOTE WHEN YOU RECEIVE YOUR SHAREHOLDER INFORMATION PACKAGE.
The Board of Directors of OneSoft UNANIMOUSLY recommend that Shareholders vote FOR the Arrangement.
How to Vote
A proxy form or voting instruction form will accompany the Meeting Materials that the Shareholders receive by mail. Instructions on how to vote, which vary depending on whether you are a beneficial Shareholder or a registered Shareholder of the Corporation, are provided in the Circular.
If you are a registered Shareholder, we strongly encourage you to take the time to complete, sign, date and return the enclosed form(s) of proxy by no later than 9:00 AM (Edmonton time) on October 22, 2024 (or 48 hours prior to the time of any adjournment or postponement of the Meeting), to ensure that your Shares will be voted at the Meeting in accordance with your instructions, whether or not you are able to attend in person. If you hold your Shares through a broker or other intermediary, you should follow the instructions provided by your broker or other intermediary to vote your Shares.
About OneSoft
The Corporation is the creator of Cognitive Integrity Management or CIM software, an enterprise pipeline integrity management software-as-a-service solution. The Corporation's clients collectively manage approximately 150,000 miles of oil and gas pipeline assets and rely on CIM for asset integrity, regulatory and operational functionality management. The Corporation's solutions assist oil and gas pipeline operators to achieve their common objective of zero pipeline failures by providing advanced data management and predictive analytics capabilities and thereby reducing operational costs and risks. For more details, visit www.onesoft.ca.
For further information, please contact:
Dwayne Kushniruk, CEO
dkushniruk@onesoft.ca
(587) 416-6787
Sean Peasgood, Investor Relations
Sean@SophicCapital.com
(647) 494-7710
About irth Solutions LLC and irth Acquisition Corp.
Irth has served the critical network infrastructure industry for over 25 years developing and delivering enterprise software that blends business intelligence, artificial intelligence and geospatial data to provide the 360-degree situational awareness that owners and operators of critical network infrastructure need to intelligently and proactively mitigate and manage risk. For more details, visit www.irthsolutions.com.
For more information, please contact
Brad Gammons, CEO
bgammons@irthsolutions.com
(214) 695-7895
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
FORWARD LOOKING STATEMENTS
Certain statements made in this press release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Arrangement, the timing of various steps to be completed in connection with the Arrangement, and other statements that are not material facts. Forward-looking statements can be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology.
Although the Corporation believes that the forward-looking statements in this press release are based on information and assumptions that are reasonable, including assumptions that parties will receive, in a timely manner and on satisfactory terms, the necessary court and Shareholder approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, these forward-looking statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond the Corporation's control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder, regulatory and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Arrangement; (d) the potential of a third party making a superior proposal to the Arrangement; (e) risks related to diverting management's attention from the Corporation's ongoing business operations; and (f) other risks inherent to the business carried out by the Corporation and factors beyond its control which could have a material adverse effect on the Corporation or its ability to complete the Arrangement.
The forward-looking statements in this press release speak only as of the date of this press release and the Corporation undertakes no obligation to update or revise any of these statements, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE: OneSoft Solutions Inc.
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