Absolute Securityholders Approve Acquisition by Crosspoint Capital Partners
2023年6月30日 - 5:15AM
ビジネスワイヤ(英語)
Absolute Software Corporation (NASDAQ: ABST) (TSX: ABST)
(“Absolute” or the “Company”) is pleased to announce
that its Securityholders (as defined below) have approved the
acquisition of all of the outstanding shares of the Company (the
“Shares”) by 1414364 B.C. LTD., an affiliate of Crosspoint
Capital Partners, L.P. (“Crosspoint”), by way of a statutory
plan of arrangement (the “Transaction” or the
“Arrangement”) at the special meeting of Securityholders
held today (the “Meeting”).
The special resolution approving the Arrangement was approved
by: (i) 94.20% of the votes cast by the shareholders of the Company
(the “Shareholders”) present in person or represented by
proxy at the Meeting, (ii) 94.78% of the votes cast by
Shareholders, holders of options to purchase Shares of the Company,
holders of restricted share units of the Company, holders of
performance share units of the Company and holders of deferred
share units of the Company (collectively, the
“Securityholders”), present in person or represented by
proxy at the Meeting, voting together as a single class, and (iii)
94.13% of the votes cast by holders of Shares, present in person or
represented by proxy at the Meeting, other than those holders of
Shares required to be excluded pursuant to Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions.
The Arrangement is subject to regulatory approval under
Australia’s Foreign Acquisitions and Takeovers Act 1975 (the
“FATA”), the approval of the Supreme Court of British
Columbia (the “Court”) and other customary closing
conditions. The Court hearing for the final order to approve the
Arrangement is expected to take place on July 4, 2023, and the
completion of the Arrangement is expected to occur during the
second half of 2023. Until close, the parties remain separate
independent companies. Following completion of the Transaction, the
Shares will be delisted from the Toronto Stock Exchange and Nasdaq
Global Market. An application will also be made for the Company to
cease to be a reporting issuer in the applicable jurisdictions
following completion of the Arrangement. The Company will also
deregister the Shares under the U.S. Securities Exchange Act of
1934, as amended.
ABOUT ABSOLUTE
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 G2
Grid Report for Zero Trust Networking.
ABOUT CROSSPOINT
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, as defined under applicable U.S.
and Canadian securities laws (collectively, "forward-looking
statements"). The words “will”, “expect” and “scheduled”, and
similar terms and, within this press release, include, without
limitation, any statements (express or implied) respecting: the
Company’s ability to meet all conditions precedent set forth in the
arrangement agreement relating to the Arrangement (the “Arrangement
Agreement”), the Company’s ability to secure the final Court
approval in connection with the Transaction, and the required
regulatory approvals; the proposed timing and completion of the
Transaction; the delisting from the Toronto Stock Exchange and
Nasdaq Global Market and other statements that are not statements
of historical facts. 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.
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 Absolute’s business (as more particularly described in
the “Risk and Uncertainties” section of Absolute’s Q2 F2023
Management’s Discussion and Analysis, which is available at
www.absolute.com and under Absolute’s SEDAR profile at
www.sedar.com and on EDGAR at www.sec.gov), as well as the
following particular risks: risks that a condition to closing of
the Transaction may not be satisfied; risks that the court or other
applicable approvals for the Transaction may not be obtained or be
obtained subject to conditions that are not anticipated; the effect
of the announcement of the proposed Transaction on the ability of
Absolute to retain and hire key personnel and maintain business
relationships with customers, suppliers and others with whom they
each do business, or on Absolute’s operating results; the market
price of common stock and business generally; potential legal
proceedings relating to the proposed Transaction and the outcome of
any such legal proceeding; the inherent risks, costs and
uncertainties associated with transitioning the business
successfully and risks of not achieving all or any of the
anticipated benefits of the Transaction, or the risk that the
anticipated benefits of the Transaction may not be fully realized
or take longer to realize than expected; the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Arrangement Agreement; the risk that the
Transaction will not be consummated within the expected time
period, or at all; competitive changes in the marketplace
including, but not limited to, the pace of growth or adoption rates
of applicable products or technologies; downturns in the business
cycle; and worldwide economic and political disruptions as a result
of current events.
Actual results or events could differ materially from those
contemplated in forward-looking statements as a result of, without
limitation, the following: the occurrence of a “Material Adverse
Effect” (as defined in the Arrangement Agreement); the failure by
either party to satisfy any other closing condition in favour of
the other provided for in the Arrangement Agreement, which
condition is not waived; general business, economic, competitive,
political and social uncertainties; and the future performance,
financial and otherwise, 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230629535604/en/
Media Relations Becki Levine press@absolute.com
858-524-9443
Investor Relations Joo-Hun Kim IR@absolute.com
212-868-6760
Absolute Software (NASDAQ:ABST)
過去 株価チャート
から 5 2024 まで 6 2024
Absolute Software (NASDAQ:ABST)
過去 株価チャート
から 6 2023 まで 6 2024