CPLF Copperleaf Technologies Inc

Copperleaf Shareholders to Receive Consideration of $12.00 Per Share in Cash representing an 18% premium to the closing price of the shares on June 10, 2024, and a 66% premium to the 90–day volume weighted average trading price as at that date. This value further represents a 70% premium to the closing price on May 3, 2024, the last trading day prior to IFS's submission of its non-binding proposal for an acquisition of the Company

VANCOUVER, BC, June 11, 2024 /CNW/ - Copperleaf Technologies Inc. (TSX: CPLF) ("Copperleaf") today announced that it has entered into a definitive arrangement agreement (the "Arrangement Agreement") with Industrial and Financial Systems, IFS AB ("IFS"), pursuant to which IFS will indirectly acquire all of the issued and outstanding common shares of Copperleaf (the "Shares") for $12.00 in cash per Share (the "Consideration"), representing a total equity value of approximately $1.0 billion on a fully diluted basis (the "Transaction").

The Consideration represents a premium of approximately 18% to the closing price of the Shares on the Toronto Stock Exchange (the "TSX") on June 10, 2024, and a premium of approximately 66% to the 90–day volume weighted average trading price of the Shares on the TSX as of the same date. This value further represents a 70% premium to the closing price on May 3, 2024, the last trading day prior to IFS's submission of its non-binding proposal for an acquisition of the Company.

As a leading global provider of AI-powered enterprise Asset Investment Planning and Management ("AIPM") software, Copperleaf's clients collectively manage trillions of dollars of both physical and digital assets, and invest hundreds of millions of dollars every year, making major decisions on where and when to invest in their business. Copperleaf's global reach extends to some of the world's largest and most respected organizations in the electricity, natural gas, water, energy, pharmaceutical and transportation industries, where these customers utilize Copperleaf's highly configurable software to optimize their investment decisions to realize the highest business value.

IFS is a global leader in enterprise software for Field Service Management ("FSM"), with strong positions within Enterprise Asset Management ("EAM") and Enterprise Service Management ("ESM").

The combination of Copperleaf's dedicated AIPM solutions are highly complementary to IFS's EAM focus and the combined solution is expected to continue to deliver outstanding support for their customers. Copperleaf's success has been founded on the unique skills, expertise and operational experience of the existing Copperleaf team, and Copperleaf's award-winning culture. IFS is committed to developing and investing in Copperleaf's capabilities in Vancouver, and expects that those teams will remain central to the future strategy of the combined organization.

"This transaction is a great milestone in Copperleaf's journey." said Amos Michelson, Chair of Copperleaf. "It's evidence of IFS's belief in our organization and recognition of our success, and rewards our shareholders with attractive cash consideration, providing immediate value and liquidity for their shares."

Darren Roos, Chair of IFS added "the combination of Copperleaf and IFS creates compelling value for the complex, asset-intensive customers we serve as well as partners, investors and employees".

"Copperleaf has built an amazing global market position championing the concept of software-supported value-based asset investment planning for critical infrastructure companies" said Paul Sakrzewski, CEO of Copperleaf.  "IFS deeply understands what we do and the combination of these two best-in-class companies with such complementary skill-sets and product offerings will provide the platform for an even greater opportunity to generate value for our clients, partners and employees."

Mark Moffat, CEO of IFS, commented: "IFS continues to build on its position as the global software leader for Asset and Service management, powered by Industrial AI. I am deeply excited about what Copperleaf brings to our extended customer offering.  We combine two companies built on the same principles: world class innovative technology with unrivalled time to value, asset and industry expertise delivering exceptional ROI, and organizational cultures that have always put the customer at the center of everything they do." 

The announcement of the Transaction follows the unanimous recommendation of the Transaction by a committee (the "Special Committee") of independent members of Copperleaf's board of directors (the "Board"). The Board, after receiving the unanimous recommendation of the Special Committee, and in consultation with its financial and legal advisors, has determined that the Transaction is in the best interests of Copperleaf and that the Consideration to be received by Copperleaf shareholders (the "Shareholders") is fair, from a financial point of view, to Shareholders. The Board has unanimously approved the Transaction and recommends that Shareholders vote in favour of the Transaction.

The Transaction will be implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act. Completion of the Transaction is subject to customary conditions, including court approval, regulatory approval under the Canadian Competition Act, any other required regulatory approvals and the approval of (i) at least two–thirds of the votes cast by the Shareholders present in person or represented by proxy at the Shareholder meeting to consider the proposed transaction (the "Meeting"); and (ii) if required, a simple majority of the votes cast by Shareholders at the Meeting (other than the votes of Shareholders excluded for the purposes of any "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions in the context of a "business combination", as defined thereunder).

In connection with the Transaction, Amos Michelson and Judith Hess, holding 11.3% and 3.8% of the issued and outstanding Shares (11.4% and 6.8%, respectively, determined on a partially diluted basis), have entered into irrevocable voting and support agreements with IFS, pursuant to which they have agreed to vote all of their Shares (including any Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Shares) in favour of the Transaction.

Each of the other directors and executive officers of Copperleaf, as well as PenderFund Capital Management Ltd., who together with Amos Michelson and Judith Hess, collectively represent 33.3% of the issued and outstanding Shares (approximately 37.2% determined on a partially diluted basis), have entered into voting and support agreements providing that while the Arrangement Agreement remains in effect, they will vote their Shares (including any Shares issued upon the exercise of any securities convertible, exercisable or exchangeable into Shares) in favour of the Transaction.

The Arrangement Agreement provides for, among other things, customary representations and warranties and covenants, including customary non-solicitation covenants from Copperleaf, subject to the ability of the Board to accept a superior proposal in certain circumstances, with a "right to match" in favour of IFS, and conditioned upon payment by Copperleaf of a $38.6 million termination fee to IFS. The Transaction is not subject to a financing condition.

Subject to the satisfaction of all conditions to closing set out in the Arrangement Agreement, it is anticipated that the Transaction will be completed in the third quarter of 2024. Upon closing of the Transaction, it is expected that the Shares will be delisted from the TSX and that Copperleaf will cease to be a reporting issuer under applicable Canadian securities laws.

Copies of the Arrangement Agreement and each of the voting and support agreements will be publicly filed by Copperleaf on its profile on SEDAR+ at www.sedarplus.ca. Additional details regarding the terms and conditions of the Transaction, the background to the Transaction and the rationale for the recommendation made by the Special Committee and the Board will be set out in the management proxy circular to be mailed to shareholders in connection with the Meeting and filed by Copperleaf on its profile on SEDAR+ at www.sedarplus.ca.

In connection with their review and consideration of the Transaction, the Special Committee retained BMO Capital Markets ("BMO Capital Markets") as its financial advisor in respect of the Transaction. Fort Capital Partners ("Fort Capital") is the independent financial advisor to the Special Committee and the Board in respect of the Transaction. Fort Capital has agreed to receive a fixed fee in respect of its services to the Special Committee that is not dependent upon completion of the Transaction.

Each of BMO Capital Markets and Fort Capital has provided a fairness opinion to the Board and Special Committee to the effect that, as of the date thereof, subject to the assumptions, limitations and qualifications communicated to the Special Committee, and to be stated in such opinions, the consideration to be received by Shareholders pursuant to the Transaction is fair, from a financial point of view, to Shareholders.

BMO Capital Markets is acting as exclusive financial advisor to the Special Committee and Fort Capital is acting as independent financial advisor to the Special Committee and the Board. Fasken Martineau DuMoulin LLP is acting as legal advisor to Copperleaf.

Arma Partners LLP is acting as exclusive financial advisor to IFS, and Davies Ward Phillips & Vineberg LLP and White & Case LLP are acting as legal counsel to IFS.

Copperleaf (TSX:CPLF) provides enterprise decision analytics software solutions to companies managing critical infrastructure. We leverage operational and financial data to empower our clients to make investment decisions that deliver the highest business value. What sets us apart is our industry-leading products and our 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 our participation in the United Nations Global Compact, the Institute of Asset Management, and other organizations. Headquartered in Vancouver, Canada, our solutions are distributed and supported by regional staff and partners worldwide. Together, we are transforming how the world sees value.

For more details, visit https://www.copperleaf.com/

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.

For more details, visit https://www.ifs.com/  

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 possibility that the Transaction 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 Agreement; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement, completion or termination of the Transaction which could have a material impact on Copperleaf's business and financial condition during the period prior to the closing of the Transaction and upon any termination of the Transaction; (c) risks relating to Copperleaf's ability to retain and attract key personnel in the period prior to the closing of the Transaction; (d) contractual restrictions imposed on Copperleaf's business under the Arrangement Agreement in the period prior to the closing of the Transaction; (e) the dedication by Copperleaf of significant resources to pursuing the Transaction; and (f) 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.