LONDON and VANCOUVER, BC, Aug. 29,
2024 /CNW/ -
Copperleaf Technologies Inc. (TSX: CPLF)
("Copperleaf" or the "Company") is pleased
to announce that Industrial and Financial Systems, IFS AB
("IFS") has completed the previously announced acquisition
of Copperleaf
pursuant to a statutory plan of arrangement (the
"Arrangement") under the
Canada Business Corporations Act. In accordance
with the terms of the Arrangement, IFS indirectly acquired all of
the issued and outstanding common shares in the capital of
Copperleaf (the "Shares") for $12.00 in cash per Share, representing a total
equity value of approximately $1.0
billion on a fully diluted basis.
The Shares are expected to be de-listed from the Toronto Stock
Exchange on or about the closing of trading on August 30, 2024. It is anticipated that
Copperleaf will apply to cease to be a reporting issuer under
applicable Canadian securities laws.
The Arrangement was originally announced on June 11, 2024, and was approved by the Company's
shareholders at a special meeting held on August 2, 2024. The Company obtained a final
order in respect of the Arrangement from the Supreme Court of
British Columbia on August 7, 2024.
Further information regarding the Arrangement
is provided in the management information circular of the
Company dated June 28, 2024 (the
"Circular") prepared in connection with the Arrangement and
the Company's subsequent related news releases, all of
which are available under the Company's
profile on SEDAR+ at www.sedarplus.ca and
on Copperleaf's website at https://investors.copperleaf.com.
Enclosed with the Circular was a letter of transmittal
explaining how registered shareholders of the Company can submit
their Shares in order to receive the consideration to which they
are entitled in connection with the Arrangement. Registered
shareholders who have questions on how to complete the letter of
transmittal should direct their questions to the Company's transfer
agent and depositary, Odyssey Trust Company, 1-888-290-1175
(toll-free within North America),
1-587-885-0960 (outside of North
America), or by email at Corp.actions@odysseytrust.com.
Beneficial shareholders holding Shares that are registered in the
name of an intermediary must contact their broker or other
intermediary to submit their instructions with respect to the
Arrangement and to arrange for the surrender of their Shares in
order to receive the consideration to which they are entitled in
connection with the Arrangement.
Advisors
BMO Capital Markets acted as exclusive financial advisor to a
special committee of independent directors of Copperleaf (the
"Special Committee") formed to evaluate the Arrangement.
Fort Capital Partners acted as independent financial advisor to the
Special Committee and the board of directors of Copperleaf. Fasken
Martineau DuMoulin LLP acted as legal counsel to Copperleaf and the
Special Committee in connection with the Arrangement.
Arma Partners LLP acted as exclusive financial advisor to IFS,
and Davies Ward Phillips & Vineberg LLP and White & Case
LLP acted as legal counsel to IFS.
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.
Additional Early Warning Disclosure
Immediately prior to the closing of the Arrangement, 16091857
Canada Inc. (the "Purchaser"), a corporation formed by IFS
to effect the Arrangement, held no Shares. Following the closing of
the Arrangement, the Purchaser owns 100% of the outstanding Shares.
Copperleaf is now a wholly-owned subsidiary of the Purchaser and
IFS will maintain an indirect ownership interest in Copperleaf.
An early warning report with additional information in respect
of the foregoing matters will be filed and made available on SEDAR+
at www.sedarplus.ca under Copperleaf's profile or may be
obtained directly upon request by contacting the IFS contact
persons named below. The head office of Copperleaf is 2920 Virtual
Way, Suite 140, Vancouver, British
Columbia, V5M 0C4.
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 current
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: statements with respect
to the delisting of the Shares and Copperleaf ceasing to be a
reporting issuer following closing of the Arrangement as well as
statements regarding the impact of the Arrangement on IFS' and the
Company's respective businesses and the intended conduct and growth
of the Company's business following closing of the Arrangement; and
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.