Information Services Corporation (TSX: ISC) (“ISC” or the
“Company”) today addresses and corrects key Plantro Ltd.
(“Plantro”) misstatements and reconfirms its position recommending
shareholders to
Reject and Do Not Tender their
shares to Plantro’s mini-tender offer (the “Mini-tender”).
KEY MISSTATEMENTS CORRECTED
Plantro’s news releases contain a number of factual errors and
misstatements, including:
Open To Shareholder Engagement: ISC remains
committed and prepared to engage with shareholders and interested
investors. Plantro’s initial letter to ISC was received on March
31, 2025 and promptly acknowledged, but less than 48 hours later,
Plantro launched its Mini-tender, failing to provide ISC sufficient
time to review Plantro’s demands or to engage in constructive
dialogue. Notwithstanding that, ISC has subsequently responded to
Plantro in attempts to engage in constructive dialogue. The Company
and its Board of Directors (the “Board”) remain committed to engage
in a constructive manner despite Plantro’s actions.
Speculative and Misleading Commentary on Capital
Allocation: Plantro cites ISC’s recently filed $275
million preliminary base shelf prospectus as evidence of planned
dilution. The base shelf prospectus filed represents the renewal of
its current expiring base shelf prospectus and provides ISC capital
market optionality over the next 25 months. The previous shelf
prospectus was set to expire in early May 2025, and it is normal
course for public companies to have a shelf prospectus in place.
The filing is simply good housekeeping and does not signal a
definitive intention to issue equity, as the base shelf prospectus
would also qualify the potential issuance of debt and other
securities.
Misleading Commentary on ISC’s Envious Financial
Stability: Plantro cites “upside-down economics” and
potential serious financial challenges over the long term. This is
a misleading characterization of ISC’s financial situation. Since
its IPO, ISC has successfully integrated eight acquisitions and
executed a twenty-year extension to the Saskatchewan Master Service
Agreement, thereby almost tripling the adjusted EBITDA of the
Company from approximately $34 million in 2013 to approximately $90
million in 2024. The Company is larger and more diversified because
of its growth strategy.
Misinformed Focus on Expenses: Plantro’s
assertions around ISC’s expenses is a clear demonstration of their
lack of knowledge of ISC’s business. The Company has always had a
focus on expenses, as demonstrated through our continuous
disclosure commentary since the IPO. Margins and expenses have been
tied to the expansion and diversification of ISC’s business lines
and geographies, which collectively and cumulatively have produced
total returns in excess of the S&P/TSX SmallCap Index. Plantro
has clearly failed to recognize the Company’s investment in people
and technology to drive future growth and long-term customer
retention, including the investment in registry technology in
Saskatchewan, a key customer and geography.
Manufactured Controversy Over Workforce
Composition: Plantro’s assertions regarding the location
of ISC’s workforce are designed to manufacture controversy where
none exists. ISC remains a proudly Saskatchewan-based success story
with its head office and senior executive team located in
Saskatchewan, and with a strong Saskatchewan-based workforce while
growing steadily across Canada and internationally. The Company has
more than tripled its size through acquisitions and organic growth
while maintaining a robust corporate and operational presence in
Saskatchewan and been recognized as one of Saskatchewan’s Top
Employers for 17 consecutive years.
ISC’s Strengths Remain: Strong Performance. Clear
Strategy. Credible Leadership.
Since going public in 2013, ISC has consistently delivered
strong performance, with shareholder returns of 209 percent2 – far
ahead of the S&P/TSX SmallCap Index over the same period. The
Company’s ability to execute on its strategy has been a defining
strength.
Building on that momentum, ISC outlined a new growth
plan last year aimed at doubling its revenue and adjusted EBITDA by
2028, based on 2023 results. That target translates to
more than $425 million in revenue and $145 million in adjusted
EBITDA by 2028, representing attractive mid-teens annual growth,
while still following the prudent capital allocation approach the
Company has demonstrated in the past. This plan is expected to
deliver meaningful value to ISC shareholders and translate into
strong, compelling returns, well in excess of the price that is
being offered by Plantro. Early progress, including record results
in 2024, confirms that ISC is firmly on track to meet its stated
goals. Refer to the “Non-IFRS Performance Measures” Section
below.
Long-term sophisticated institutional investors continue to
demonstrate confidence in ISC’s direction and management. Some have
remained shareholders since the IPO, while others have increased
their positions in recent years. This ongoing support signifies
confidence in the Company’s trajectory and the stability of its
leadership.
ISC operates from a position of strength, with a healthy balance
sheet, reliable access to capital, and an achievable growth plan.
Equity analysts continue to see significant upside, with a
consensus target share price for ISC well above Plantro's tender
offer price.
The Company’s growth outlook, financial resilience and
operational discipline are exactly what make it an attractive
business.
ISC takes its governance seriously and has
consistently displayed fulsome and transparent reporting,
complimented by both shareholders and analysts alike. Since its
IPO, the Board has exhibited a pattern of regular renewal, with
changes occurring in 2016, 2018, 2021 and 2023. ISC uses a national
recruitment process, combined with a skills matrix, unique to ISC,
to assess the composition of the Board and for recruiting new
director candidates. Board evaluation is also used to foster and
facilitate professional development and improved performance,
strengthening the effectiveness of the Board as a whole. This
process is a key mechanism for Board renewal.
MINI-TENDER REMAINS PROBLEMATIC
Plantro’s third attempt of the Mini-tender still contains
problematic features. Plantro continues to seek the ability to vote
more shares than it pays for, while layering in a convoluted
opt-out process that serves only to benefit Plantro.
These documents, filed almost a week after the amendment
announcement, reveal that Plantro has recently acquired and now
owns 100 ISC shares but still does not disclose who controls the
offshore entity.
The Special Committee of directors (the “Special Committee”)
appointed by ISC’s Board has reviewed the amended Mini-tender and
determined that it remains coercive and self-serving, continues to
undervalue ISC and is not in the best interests of ISC
shareholders.
It is important to note that the Mini-tender was not
constructively amended, as claimed, but rather compelled to be
revised after the Financial and Consumer Affairs Authority of
Saskatchewan and the Ontario Securities Commission raised valid
concerns and media highlighted the coercive elements.
Plantro’s Mini-tender approach is not the playbook of a credible
long-term investor. Rather, it is the pattern of a party that has
lost the confidence of institutional shareholders and whose past
attempts at influence have led to turmoil, not value creation.
DON’T DELAY. VOTE TODAY.
The deadline to vote your shares in connection with the
Company’s annual general meeting is fast approaching. ISC
encourages shareholders to vote their proxies today, ahead of the
proxy voting deadline on Friday, May 9, 2025 at 11:00 a.m.
Saskatchewan time/MDT. For information or support with voting your
shares, please contact ISC’s strategic shareholder advisor,
Kingsdale Advisors, using one of the following channels:
- Toll-Free (North America):
1-800-485-6763
- Text/Call:
437-561-4995
- Email:
contactus@kingsdaleadvisors.com
ADVISORS
ISC has engaged Kingsdale Advisors as its strategic shareholder
and communications advisor, Stikeman Elliott LLP as its legal
advisor and RBC Capital Markets as its financial advisor.
About ISC®
Headquartered in Canada, ISC is a leading provider of registry
and information management services for public data and records.
Throughout our history, we have delivered value to our clients by
providing solutions to manage, secure and administer information
through our Registry Operations, Services and Technology Solutions
segments. ISC is focused on sustaining its core business while
pursuing new growth opportunities. The Class A Shares of ISC trade
on the Toronto Stock Exchange under the symbol ISC.
Cautionary Note Regarding Forward-Looking
Information
This news release contains forward-looking information,
forward-looking statements and financial outlooks (collectively,
“forward-looking information”) within the meaning of applicable
Canadian securities laws including, without limitation, statements
related to our future results, including revenue and adjusted
EBITDA, and our future financial position and results of
operations. Such forward-looking information does not represent
actual performance or results and are not guaranteed.
Forward-looking information involves known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those expressed or implied by such
forward-looking information. Important factors that could cause
actual results to differ materially from the Company's plans or
expectations include risks relating to changes in economic, market
and business conditions, changes in technology and customers’
demands and expectations, reliance on key customers and licences,
dependence on key projects and clients, securing new business and
fixed-price contracts, identification of viable growth
opportunities, implementation of our growth strategy, competition,
termination risks and other risks detailed from time to time in the
filings made by the Company including those detailed in ISC’s
Annual Information Form for the year ended December 31, 2024 and
ISC’s Consolidated Financial Statements and Notes and Management’s
Discussion and Analysis for the fourth quarter and year ended
December 31, 2024, copies of which are filed on SEDAR+ at
www.sedarplus.ca. The assumptions underlying, and expectations
reflected in, such forward-looking information are based on
assessments of management of ISC, and management of ISC believe
that the assumptions and expectations reflected in this
forward-looking information are reasonable in the
circumstances.
The forward-looking information in this release is made as of
the date hereof and, except as required under applicable securities
laws, ISC assumes no obligation to update or revise such
information to reflect new events or circumstances.
Non-IFRS Performance Measures
Included within this news release is reference to adjusted
EBITDA, which is not a recognized measure under International
Financial Reporting Standards (“IFRS”) and does not have a
standardized meaning prescribed by IFRS. This measure, which are
reconciled below is reviewed regularly by management and the Board
in assessing our performance and making decisions regarding the
ongoing operations of our business and its ability to generate
returns. These measures may also be used by external parties in
decision making related to ISC’s performance. They are not
recognized measures under IFRS and do not have a standardized
meaning under IFRS, so may not be reliable ways to compare us to
other companies.
Non-IFRS performance measure |
Why we use it |
How we calculate it |
Most comparable IFRS financial measure |
Adjusted EBITDA |
- To evaluate performance and profitability of segments and
subsidiaries as well as the conversion of revenue while excluding
non-operational and share-based volatility.
- We believe that certain investors and analysts use adjusted
EBITDA to measure our ability to service debt and meet other
performance obligations.
- Adjusted EBITDA is also used as a component of determining
short-term incentive compensation for employees.
|
Adjusted EBITDA:EBITDA add (remove)share-based compensation
expense, acquisition, integration and other costs, gain/loss on
disposal of assets and asset impairment charges if significant |
Net income |
For more information:
Investor ContactJonathan HackshawSenior
Director, Investor Relations & Capital MarketsToll Free:
1-855-341-8363 in North America or
1-306-798-1137investor.relations@isc.ca
Media ContactAquin GeorgeKingsdale
Advisors1-416-644-4031ageorge@kingsdaleadvisors.com
Shareholder ContactKingsdale AdvisorsToll Free:
1-800-485-6763 in North America or
1-437-561-4995contactus@kingsdaleadvisors.com
1 Represents the total shareholder return between ISC’s initial
public offering on July 9. 2013 and April 1, 2025 (ISC closing
share price prior to Plantro’s mini-tender offer).2 Represents the
total shareholder return between ISC’s initial public offering on
July 9. 2013 and April 1, 2025 (ISC closing share price prior to
Plantro’s mini-tender offer).
Information Services (TSX:ISC)
과거 데이터 주식 차트
부터 3월(3) 2025 으로 4월(4) 2025
Information Services (TSX:ISC)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 4월(4) 2025