- 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.