Special Meeting to be held on August 2, 2024
Board Unanimously Recommends that Shareholders vote “FOR” the Arrangement
Shareholders who have questions or need assistance with voting their Shares should contact Copperleaf’s proxy solicitation agent, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 or by email at assistance@laurelhill.com
VANCOUVER, BC, June 28, 2024 /CNW/ – Copperleaf Technologies Inc. (TSX: CPLF) (“Copperleaf” or the “Company”) announced that the Supreme Court of British Columbia issued an interim order (the “Interim Order”) in connection with the previously announced indirect acquisition by Industrial and Financial Systems, IFS AB (“IFS”) of all the issued and outstanding common shares of Copperleaf (the “Shares”) for $12.00 in cash per Share (the “Consideration”), pursuant to a statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act. Among other things, the Interim Order authorizes the Company to call, hold and conduct a special meeting (the “Special Meeting”) of the holders of Shares (the “Shareholders”) on August 2, 2024 at 9:00 a.m. (Pacific time) to consider the Arrangement. The Special Meeting will be a virtual only meeting.
Shareholders of record as of the close of business on June 25, 2024 will be entitled to vote at the Special Meeting. Copperleaf expects to begin the distribution and mailing of its notice of meeting and management information circular (together, the “Circular”), letter of transmittal and related meeting materials (collectively with the Circular, the “Meeting Materials”) on or about July 4, 2024. Details on the Special Meeting and how Shareholders can access the Special Meeting will be set out in the Circular. The Meeting Materials will be made available under Copperleaf’s profile on SEDAR+ at www.sedarplus.ca and on Copperleaf’s website at www.copperleaf.com concurrently with mailing to Shareholders.
The Board of Directors of Copperleaf (the “Board”), based in part on the unanimous recommendation of a committee of independent members of the Board, and in consultation with its financial and legal advisors, has determined that the Arrangement is in the best interests of Copperleaf and that the Consideration to be received by Shareholders is fair to Shareholders. The Board unanimously recommends that Shareholders vote “FOR” the Arrangement.
Completion of the Arrangement is subject to customary conditions, including court approval, regulatory approval under the Canadian Competition Act, any other required regulatory approvals and the approval of at least two–thirds of the votes cast by the Shareholders present virtually or represented by proxy at the Special Meeting.
Shareholder Questions and Assistance
Shareholders who have questions about the Special Meeting or require more information should contact the Company’s proxy solicitation agent, Laurel Hill Advisory Group:
Laurel Hill Advisory Group
Toll Free: 1-877-452-7184 (for Shareholders in North America)
International: +1 416-304-0211 (for Shareholders outside Canada and the US)
By Email: assistance@laurelhill.com
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.
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 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: (a) the timing for mailing for the Meeting Materials; (b) receipt of Shareholder approval for the Arrangement; (c) the possibility that the Arrangement will not be completed on the terms and conditions or timing currently contemplated, or at all, due to a failure to obtain, in a timely manner or otherwise, required shareholder, court and regulatory approvals, the failure to satisfy other conditions of closing or other circumstances contemplated by the Arrangement; (d) the possibility of adverse reactions or changes in business relationships resulting from the announcement, completion or termination of the Arrangement which could have a material impact on Copperleaf’s business and financial condition during the period prior to the closing of the Arrangement and upon any termination of the Arrangement; (e) risks relating to Copperleaf’s ability to retain and attract key personnel in the period prior to the closing of the Arrangement; (f) contractual restrictions imposed on Copperleaf’s business under the Arrangement in the period prior to the closing of the Arrangement; (g) the dedication by Copperleaf of significant resources to pursuing the Arrangement; and (h) 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. CPLF-IR
SOURCE Copperleaf Technologies Inc.
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