SFTC Softchoice Corporation

Softchoice Corporation (“Softchoice” or the “Company”) (TSX:SFTC) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, and another major proxy advisory firm, have each recommended that Softchoice shareholders (the “Shareholders”) vote “FOR” the special resolution approving the previously announced plan of arrangement (the “Arrangement”) involving the Company, World Wide Technology Holding Co., LLC (“WWT”) and 2672989 Alberta ULC (the “Purchaser”), an affiliate of WWT, pursuant to which all of the issued and outstanding common shares in the capital of the Company will be acquired by the Purchaser for cash consideration of $24.50 per common share, at the upcoming special meeting of Softchoice’s shareholders (the “Meeting”) on March 4, 2025.

The Board of Directors of the Company recommends that Shareholders vote FOR the special resolution approving the Arrangement.

In making its recommendation that Shareholders vote FOR the Arrangement, ISS stated:

“Vote FOR this resolution as the offer represents a premium to the unaffected price, valuation appears credible, and the board engaged in a reasonable process. Shareholders will be provided certain and immediate cash value.”

Regulatory Approvals

The applicable regulatory approvals for the Arrangement, being clearance under the Competition Act (Canada) and expiry of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, have now been obtained. Completion of the Arrangement is subject to shareholder approval at the Meeting, receipt of a final order from the Ontario Superior Court of Justice (Commercial List) and other customary conditions.

YOUR VOTE IS IMPORTANT – PLEASE VOTE TODAY

The proxy voting deadline is at 9:00 AM (Toronto time)‎ on February 28, 2025.

Meeting Details

The Meeting is to be held as a virtual-only meeting via live audio webcast on March 4, 2025 at 9:00 a.m. (Toronto time). The Meeting can also be accessed via live webcast at https://virtual-meetings.tsxtrust.com/1748 (case sensitive password: softchoice2025). Only holders of shares of record as of the close of business on January 27, 2025 are entitled to receive notice of, attend, participate and vote at, the Meeting.

For complete details and links to all relevant documents related to the Meeting please visit https://investors.softchoice.com/Special-Meeting-2025.

Questions & Voting Assistance

Shareholders who have questions about the Meeting or require assistance with voting may contact the Company’s proxy solicitation agent:

Laurel Hill Advisory Group

Telephone: 1-877-452-7184 (toll free in North America); or 1-416-304-0211 (outside of North America).   Email: assistance@laurelhill.com.

About Softchoice Corporation

Softchoice Corporation (TSX:SFTC) is a software and cloud-focused IT solutions provider that equips organizations to be agile, innovative, and secure, and people to be engaged, connected and creative at work. We do this by delivering secure, AI-powered cloud and digital workplace solutions supported by our advanced software asset management methodology and capabilities. Through our customer success framework, we create value for our customers by reducing their IT spending, optimizing their technology, and supporting business-driven innovation. We are a highly engaged, high-performing team that is welcoming, inclusive, and diverse in thought and experience, and are certified as a Great Place to Work® in Canada and the United States. For more information, visit:

Website: www.softchoice.com

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “Forward-looking information”) within the meaning of applicable securities laws. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. These statements include, without limitation, statements regarding the timing of the Meeting and the closing of the Arrangement.

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 future events or circumstances.

Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company’s management information circular relating to the Meeting filed on SEDAR+. These risks and uncertainties further include (but are not limited to) as concerns the Arrangement, the failure of the parties to obtain the necessary shareholder and court approvals or to otherwise satisfy the conditions to the completion of the Arrangement, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Arrangement costs or unknown liabilities, failure to realize the expected benefits of the Arrangement, and general economic conditions. Failure to obtain the necessary shareholder and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the proposed Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250220493585/en/

Public Relations Cheryl Salman Director, Communications and Brand cheryl.salman@softchoice.com Investor Relations Tim Foran Investor Relations investors@softchoice.com