ISS cites 34% premium, extensive process, and
consideration of alternatives in its rationale for supporting the
all-cash transaction
Glass Lewis finds that the “meaningful” premium
“represents a favorable outcome for the Company's shareholders at
this time relative to the Company's alternatives, including the
standalone path”
Securityholders are encouraged to vote
FOR the plan of arrangement
well in advance of the proxy deadline on June 27, 2023 at 10:00
a.m. Pacific Time
Absolute Software™ (NASDAQ: ABST) (TSX: ABST) (“Absolute”
or the “Company”), the only provider of self-healing,
intelligent security solutions, is pleased to announce that both
leading independent proxy advisors, Institutional Shareholder
Services Inc. (“ISS”) and Glass Lewis & Co. (“Glass
Lewis”), have recommended Absolute shareholders vote
FOR the plan of arrangement
with Crosspoint Capital Partners, L.P. (the
“Arrangement”).
Absolute shareholders will receive an all-cash consideration of
US$11.50 per share under the terms of the Arrangement, which
represents a premium of approximately 34% to the closing price of
Absolute common shares (“Shares”) on the Nasdaq Global
Market (“NASDAQ”) on May 10, 2023, and a premium of
approximately 38% to the Company’s 30-day volume-weighted average
price of the Shares on the NASDAQ for the period ending on May 10,
2023, being the last trading day on the NASDAQ prior to the
execution of the Arrangement Agreement. More information about the
Arrangement can be found in the Company’s management information
circular filed under the Company’s SEDAR and EDGAR profiles on May
26, 2023, and also available on Absolute’s website, at
https://www.absolute.com.
Securityholders are encouraged to vote FOR the Arrangement by no
later than 10:00 a.m. (Pacific Time) on June 27, 2023, being the
proxy cut-off for the Company’s special meeting of shareholders to
be held at 10:00 a.m. Pacific Time on June 29, 2023 (the
“Meeting”) at Suite 3500 – 1133 Melville Street, Vancouver,
British Columbia. Non-registered shareholders are reminded that
they must complete, sign and submit their voting instruction forms
in advance of the proxy cut-off in accordance with the instructions
provided by their intermediary.
In its endorsement of the Arrangement, ISS
cited the below factors:
Comprehensive Process:
“The market check process appears to be comparable to, or more
extensive than many recent similar software take-private
transactions in the North American market…The board placed a
healthy amount of emphasis on considering alternative structures,
such as a PIPE transaction, and supplied credible reasons for
showing eventual preference to an outright acquisition.”
Valuation:
“The valuation was established using standardized metrics and
seems validated by the range of other offers received around the
time of the sale… the offer represents a premium to the unaffected
price, the sale process (and valuation) appears reasonable
considering the surrounding fact pattern, and there are credible
downside risks of non-approval. As such, support for the proposal
is warranted.”
As an independent proxy advisory firm, ISS has approximately
3,400 clients including many of the world’s leading institutional
investors who rely on ISS’ objective and impartial analysis to make
important voting decisions.
Glass Lewis also noted key factors in its
support of the Arrangement, including:
A robust process:
“On balance, we believe the Absolute board conducted a thorough
review of the Company's strategic and transaction alternatives
prior to entering into the proposed agreement. The Company engaged
in discussions with multiple third parties and appears to have
secured what is likely the best, and possibly the only, acquisition
proposal available at this time.”
The Arrangement as the best option for
shareholders:
“…having considered the opportunities and risks associated with
the Company's standalone business and alternatives, as well as the
time- and risk-adjusted value that could reasonably be expected to
accrue to shareholders under those alternatives, as compared to the
all-cash, premium offer, we see a reasonable basis to conclude that
the acquisition is in the best interests of shareholders at this
time.”
Valuation:
“Notably, the offer price represents a meaningful premium to
unaffected trading prices and appears to be a relatively favorable
exit opportunity at which shareholders can realize full liquidity
and certain value for their investments in the Company.”
Glass Lewis is an independent proxy advisor to institutional
investors, covering 30,000 shareholder meetings each year, across
approximately 100 global markets. Their customers include the
majority of the world’s largest pension plans, mutual funds, and
asset managers who collectively manage over $40 trillion in
assets.
A fulsome explanation of the underlying matters considered by
ISS and Glass Lewis in making their recommendations is contained in
the respective reports.
Shareholder Questions
Shareholders who have questions or need assistance voting their
shares should contact Absolute’s strategic shareholder advisor and
proxy solicitation agent, Laurel Hill Advisory Group, at
1-877-452-7184 (toll-free within North America) or at
1-416-304-0211 (outside of North America) or by email at
assistance@laurelhill.com.
Voting is Important and Easy; Vote FOR the
All-Cash Arrangement TODAY
About Absolute Software
Absolute Software (NASDAQ: ABST) (TSX: ABST) is the only
provider of self-healing, intelligent security solutions. Embedded
in more than 600 million devices, Absolute is the only platform
offering a permanent digital connection that intelligently and
dynamically applies visibility, control and self-healing
capabilities to endpoints, applications, and network connections -
helping customers to strengthen cyber resilience against the
escalating threat of ransomware and malicious attacks. Trusted by
nearly 21,000 customers, G2 recognized Absolute as a Leader for the
thirteenth consecutive quarter in the Spring 2023 Grid® Report for
Endpoint Management and for the third consecutive quarter in the
Grid Report for Zero Trust Networking. ©2023 Absolute Software
Corporation. All rights reserved. ABSOLUTE, the ABSOLUTE logo, and
NETMOTION are registered trademarks of Absolute Software
Corporation or its subsidiaries. Other names or logos mentioned
herein may be the trademarks of Absolute or their respective
owners. The absence of the symbols ™ and ® in proximity to each
trademark, or at all, herein is not a disclaimer of ownership of
the related trademark.
About Crosspoint Capital Partners
Crosspoint Capital Partners is a private equity investment firm
focused on the cybersecurity, privacy and infrastructure software
markets. Crosspoint has assembled a group of highly successful
operators, investors and sector experts to partner with
foundational technology companies and drive differentiated returns.
Crosspoint has offices in Menlo Park, CA and Boston, MA. For more
information visit: www.crosspointcapital.com.
Cautionary Note Regarding Forward-Looking Information
This press release contains certain forward-looking statements
and forward-looking information (collectively, “forward-looking
statements”) which relate to future events or Absolute’s future
business, operations, and financial performance and condition.
Forward-looking statements normally contain words like “will”,
“intend”, “anticipate”, “could”, “should”, “may”, “might”,
“expect”, “estimate”, “forecast”, “plan”, “potential”, “project”,
“assume”, “contemplate”, “believe”, “shall”, “scheduled”, and
similar references and, within this press release, include, but is
not limited to, statements with respect to the transaction’s
ability to deliver immediate value to shareholders.
Readers are cautioned that such information may not be
appropriate for other purposes. Forward-looking statements are not
guarantees of future performance, actions, or developments and are
based on expectations, assumptions and other factors that
management currently believes are relevant, reasonable, and
appropriate in the circumstances. The material expectations,
assumptions, and other factors used in developing the
forward-looking statements set out herein include: that the
Arrangement will deliver value; the satisfaction of the conditions
precedent to the Arrangement; timing, receipt and anticipated
effects of court and other approvals; the delisting from the TSX
and NASDAQ, the closing of the Arrangement; and the current
volatility level of the markets.
Although management believes that the forward-looking statements
herein are reasonable, actual results could be substantially
different due to the risks and uncertainties associated with and
inherent to the Arrangement, as more particularly described in the
“Risk Factors Related to the Arrangement” section of Absolute’s
most recently filed Management Information Circular, which is
available under Absolute’s SEDAR profile at www.sedar.com and on
EDGAR at www.sec.gov.
Additional material risks and uncertainties applicable to the
forward-looking statements herein include, unforeseen events,
developments, or factors causing any of the aforesaid expectations,
assumptions, and other factors ultimately being inaccurate or
irrelevant. Many of these factors are beyond the control of
Absolute. All forward-looking statements included in this press
release are expressly qualified in their entirety by these
cautionary statements. The forward-looking statements contained in
this press release are made as at the date hereof and Absolute
undertakes no obligation to update publicly or to revise any of the
included forward-looking statements, whether as a result of new
information, future events, or otherwise, except as may be required
by applicable securities laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230622400594/en/
For more information, contact: Media Relations: Becki
Levine press@absolute.com 858-524-9443
Investor Relations: Joo-Hun Kim IR@absolute.com
212-868-6760
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