- Board Unanimously Recommends that Shareholders
vote FOR the Arrangement
- For questions or assistance with voting, contact Laurel
Hill Advisory Group by phone at 1-877-452-7184 (within North America) +1 416-304-0211 (outside
North America), or by email
at assistance@laurelhill.com
VANCOUVER, BC, July 22,
2024 /CNW/ -
Copperleaf Technologies Inc. (TSX: CPLF)
("Copperleaf" or the "Company") is pleased
to announce that the two leading independent proxy advisory firms,
Institutional Shareholder Services Inc. and Glass Lewis &
Co., have each recommended that common shareholders of Copperleaf
(the "Shareholders") vote "FOR" 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, pursuant to a statutory
plan of arrangement (the "Arrangement") under the Canada
Business Corporations Act, at the upcoming Special Meeting of
Shareholders (the "Meeting") to be held on August 2, 2024 at 9:00 AM
(Pacific time).
Paul Sakrzewski, Chief Executive Officer of Copperleaf
commented:
"We are pleased to receive positive recommendations from ISS
and Glass Lewis, which reaffirm our strategic rationale for the
Arrangement and the resulting benefits to Shareholders."
On the unanimous recommendation of the Special
Committee, the Board of Directors of Copperleaf unanimously
recommends that Shareholders vote FOR the Arrangement
YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAY
The proxy voting deadline is 9:00 AM (Pacific time) on Wednesday, July 31,
2024
Meeting Details
The Meeting will begin on Friday, August
2, 2024 at 9:00 AM (Pacific
time). The Meeting will be conducted virtually only, via
live audio webcast at https://web.lumiagm.com/200716384, Password:
"copperleaf2024" (case sensitive).
For complete details and links to all relevant documents related
to the Meeting, please visit:
https://investors.copperleaf.com.
The management information circular and related proxy materials
in respect of the Meeting have been mailed to Shareholders and are
filed and available under Copperleaf's profile on SEDAR+ at
www.sedarplus.ca.
Shareholder Questions and Assistance
Shareholders who have questions about the Meeting, or require
more information or assistance in voting, 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 of the
Meeting; (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.