TrueContext Corporation (“
TrueContext” or the
“
Company”) (TSXV:TCXT), a global leader in field
intelligence, is pleased to announce that at its special meeting
(“
Meeting”) of shareholders of the Company (the
“
Shareholders”) held today, the Shareholders voted
to approve the previously announced plan of arrangement under the
Business Corporations Act (Ontario) pursuant to which an entity
controlled by Battery Ventures will acquire all of the issued and
outstanding common shares of the Company (the
“
Shares”) at a price of $1.07 in cash per Share
(the “
Transaction”).
The Transaction required approval by the
affirmative vote of (i) at least two thirds of the votes cast by
Shareholders voting together as a single class; and (ii) a simple
majority of the votes cast by Shareholders voting together as a
single class, excluding votes attached to Shares required to be
excluded pursuant to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions (“MI
61-101”), in each case present or represented by proxy at
the Meeting.
Of the votes cast at the Meeting with respect to
the Transaction, an aggregate of 109,638,282 Shares were voted in
favour of the Transaction, representing approximately 99.99% of the
votes cast on the special resolution approving the Transaction. In
addition, an aggregate of 95,835,560 Shares, representing
approximately 99.99% of the votes cast by holders of Shares,
excluding those votes attached to those Shares required to be
excluded pursuant to MI 61-101, were voted in favour of the special
resolution approving the Transaction.
The Transaction remains subject to certain
customary closing conditions, including the issuance of a final
order by the Ontario Superior Court of Justice (Commercial List)
(the “Court”) to approve the Transaction following
the hearing expected to be held on May 13, 2024. If the Court
approval is obtained and the other conditions to the closing of the
Transaction are satisfied or waived, the Transaction is expected to
be completed on or about May 16, 2024. It is anticipated that the
Shares will be delisted from the TSX Venture Exchange (the
“TSXV”) on or about May 16, 2024. Following
completion of the Transaction, the Company will cease to be a
reporting issuer under applicable Canadian securities laws.
Shareholders who have questions or require
assistance submitting their Shares in connection with the
Transaction may direct their questions to TSX Trust Company, who is
acting as depositary in connection with the Transaction, by phone
at the toll free number 1-866-600-5869 (within North America) or
1-416-342-1091 (outside North America) or by email at
tsxtis@tmx.com.
About TrueContext
TrueContext is a global leader in field
intelligence. The product’s field workflows and data collection
capabilities enable enterprise field teams to optimize
decision-making, decrease organizational risk, maximize the uptime
of valuable assets, and deliver exceptional service experiences.
Over 100,000 subscribers use the Company’s product across multiple
use cases, including asset inspection, compliance, installation,
repair, maintenance, and environmental, health & safety with
quantifiable business impacts.
The Company is based in Ottawa, Canada, and
currently trades on the TSXV under the symbol TCXT. “ProntoForms”
and “TrueContext” are registered trademarks of TrueContext Inc., a
wholly-owned subsidiary of the Company.
For further information, please visit
www.TrueContext.com or please contact:
Alvaro Pomboco-Chief Executive OfficerTrueContext
Corporation613.599.8288 ext. 1111apombo@truecontext.com |
Philip Deckco-Chief Executive OfficerTrueContext
Corporation416.702.3974pdeck@truecontext.com |
Dave CroucherChief Financial OfficerTrueContext Corporation
613-286-9212dcroucher@truecontext.com |
|
|
|
About Battery Ventures
Battery partners with exceptional founders and
management teams developing category-defining businesses in markets
including software and services, enterprise infrastructure, online
marketplaces, healthcare IT and industrial technology. Founded in
1983, the firm backs companies at all stages, ranging from seed and
early to growth and buyout, and invests globally from six strategic
locations: Boston; San Francisco and Menlo Park, California; Tel
Aviv; London; and New York. Follow the firm on X @BatteryVentures
and visit our website to find a full list of Battery’s
portfolio companies at
https://www.battery.com/list-of-all-companies/.
Battery Contact:
Rebecca BuckmanMarketing PartnerBattery
Ventures650-292-2077becky@battery.com |
The TSXV has neither approved nor disapproved
the contents of this press release. The TSXV does not accept
responsibility for the adequacy or accuracy of this press
release.
Forward-Looking Statements
Certain statements in this news release
constitute forward-looking statements within the meaning of
applicable securities laws. Forward-looking statements generally
can be identified by the use of terms and phrases such as “will”,
“may”, “subject to”, “expected”, “if”, “option”, and similar terms
and phrases, including references to assumptions and limitations.
Some of the specific forward-looking statements in this news
release include, but are not limited to, statements with respect
to: the Transaction including the approval process and expected
timing of closing of the Transaction; statements relating to Court
approval; statements relating to the delisting of Shares from the
TSXV following closing of the Transaction; the expectation that the
Company will cease to be a reporting issuer following closing of
the Transaction; and statements relating to other anticipated
impacts of the Transaction.
Forward-looking statements are based on
information available at the time they are made, underlying
estimates and assumptions made by management and management’s good
faith belief with respect to future events, performance and
results. Such assumptions include, without limitation, expectations
and assumptions concerning the anticipating timing of the
Transaction, the delisting of the Shares from the TSXV, the receipt
in a timely manner of regulatory and Court approvals for the
Transaction and that the arrangement agreement will not be amended
or terminated. There can be no assurance that the proposed
Transaction will be completed, or that it will be completed on the
terms and conditions contemplated in the arrangement agreement.
Forward-looking statements involve known and
unknown risks, uncertainties and other factors, some of which are
beyond the Company’s control, which may cause actual events,
results or performance to be materially different from the events,
results, or performance expressed in such forward-looking
statements. Such risks and uncertainties include, but are not
limited to, the inherent risks and uncertainties surrounding future
expectations of the Company, general economic, market and business
conditions in Canada and globally, governmental and regulatory
requirements and actions by governmental authorities, changes and
competition in the technology industry, financing and refinancing
risks, changes in economic conditions, changes in interest rates,
changes in taxation rules, reliance on key personnel and potential
diversion of management time on the Transaction, environmental
matters and fluctuations in commodity prices. This information is
based on current expectations that are subject to significant risks
and uncertainties that are difficult to predict. Actual results
might differ materially from results suggested in any
forward-looking statements. The Company assumes no obligation to
update the forward-looking statements, or to update the reasons why
actual results could differ from those reflected in the
forward-looking statements unless and until required by securities
laws applicable to the Company. There are a number of risk factors
that could cause future results to differ materially from those
described herein. Please see “Risk Factors Affecting Future
Results” in the Company’s annual management discussion and analysis
dated March 18, 2024 found at www.sedarplus.ca. The anticipated
timeline for completion of the Transaction may change for a number
of reasons, including the inability to secure necessary regulatory,
Court or other approvals in the time assumed, third party
litigation or the need for additional time to satisfy the
conditions to the completion of the Transaction. Additional risks
and uncertainties not presently known to the Company or that the
Company currently believes to be less significant may also
adversely affect the Company.
Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. Forward-looking statements contained herein
are made as of the date of this news release and the Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events, results or otherwise, except as may be required
under applicable securities laws. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.
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