Reiterates ISS and Egan-Jones recommend a vote
FOR the all-cash transaction
Vote the “WHITE” Management proxy no later than
2:00 pm (Toronto time) on March 21, 2023.
Magnet Forensics Inc. (the “Company” or “Magnet”)
(TSX: MAGT), a developer of digital investigation solutions for
enterprises and public safety organizations, commented on a report
from proxy advisor Glass, Lewis & Co. (“Glass Lewis”).
In its report, Glass Lewis makes several fundamental errors and
omissions in arriving at its conclusions, displaying a lack of
understanding of Magnet’s business, its peers, competition and
other risks to its business, without taking into account the risks
of non-completion, including the possibility of a significant
decline in Magnet’s share price as a result of current market
volatility and uncertainty. Magnet will be addressing these issues
directly with Glass Lewis and their subscribers.
Glass Lewis’s analysis is at odds with that of the largest
leading independent proxy advisor Institutional Shareholder
Services Inc. (“ISS”) and independent proxy advisor Egan-Jones
Proxy Services (“Egan-Jones”), that have both recommended Magnet
shareholders vote FOR the plan
of arrangement with Thoma Bravo (the “Arrangement”).
Magnet wishes to reiterate some key facts
about the Arrangement:
- The Arrangement involved a robust negotiation between Magnet’s
Special Committee and Thoma Bravo, that is described in detail in
Magnet’s disclosures. Both independent financial advisors Morgan
Stanley and CIBC provided well-considered fairness opinions in
favour of the Arrangement.
- The Arrangement features a break fee equal to approximately 3%
of Magnet’s equity value, presenting no impediment to a superior
offer – and no such alternative offer has materialized since the
announcement of the Arrangement almost two months ago.
- The transaction and valuation received by shareholders, was
supported by sell-side investment analysts as an excellent outcome
for shareholders.
- The Special Committee carefully considered the risks of Magnet
remaining a standalone entity before determining to recommend the
Arrangement to the board of directors (the “Board”).
Shareholders are encouraged to heed the recommendations of
Magnet’s Board, sell-side investment analysts, and leading proxy
advisors ISS and Egan-Jones, and vote FOR the Arrangement on the “WHITE” proxy for the
proposed Arrangement.
Public shareholders, being all shareholders other than the
Rolling Shareholders1, will receive all-cash consideration of
$44.25 per share. Shareholders are encouraged to vote FOR the
Arrangement by no later than 2:00 pm (Toronto time) on March 21,
2023, being the proxy cut-off for the Company’s special meeting of
shareholders to be held on March 23, 2023 (the
“Meeting”).
Shareholder Questions
Shareholders who have questions or need assistance voting their
shares should contact Magnet’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.
Vote using only Magnet’s WHITE proxy FOR the proposed Arrangement.
It’s not too late for shareholders who have
voted on the dissident proxy card; submitting a new, later dated
vote on Magnet’s WHITE proxy
will replace an earlier vote.
All dollar amounts set forth in this press release are in
Canadian dollars unless stated otherwise.
Please refer to the Company’s management information circular
dated February 16, 2023 filed on SEDAR.at www.sedar.com (the
“Circular”). All information contained herein is qualified
by reference thereto. The Circular is also available on the
Company’s website at www.magnetforensics.com.
The Circular provides important information on the Arrangement
as well as related matters, including voting procedures, how to
attend the Meeting and instructions for shareholders unable to
attend the Meeting. Shareholders are urged to read the Circular and
its appendices carefully and in their entirety.
About Magnet Forensics
Founded in 2010, Magnet Forensics is a developer of digital
investigation software that acquires, analyzes, reports on, and
manages evidence from digital sources, including computers, mobile
devices, IoT devices and cloud services. Magnet Forensics’ software
is used by more than 4,000 public and private sector customers in
over 100 countries and helps investigators fight crime, protect
assets and guard national security.
Cautionary Note Regarding Forward-Looking Information
This press release contains “forward-looking information” and
“forward-looking statements” (collectively, “forward-looking
information”) within the meaning of applicable securities laws.
Such forward-looking information or statements (“FLS”) are
provided for the purpose of providing information about
management's current expectations and plans relating to the future.
Readers are cautioned that reliance on such information may not be
appropriate for other purposes. Any such FLS may be identified by
words such as “proposed”, “expects”, “intends”, “may”, “will”, and
similar expressions. FLS contained or referred to in this press
release includes, but is not limited to, statements regarding the
Arrangement and special meeting of shareholders of the Company to
approve the Arrangement.
FLS is based on a number of factors and assumptions which have
been used to develop such statements and information, but which may
prove to be incorrect. Although the Company believes that the
expectations reflected in such FLS are reasonable, undue reliance
should not be placed on FLS because the Company can give no
assurance that such expectations will prove to be correct. Factors
that could cause actual results to differ materially from those
described in such FLS include, without limitation, the following
factors, many of which are beyond the Company’s control and the
effects of which can be difficult to predict: (a) the possibility
that the Arrangement will not be completed on the terms and
conditions, or on the timing, currently contemplated, and that it
may not be completed at all, due to a failure to obtain or satisfy,
in a timely manner or otherwise, required shareholder, Court and
regulatory approvals and other conditions of closing necessary to
complete the Arrangement or for other reasons; (b) risks related to
tax matters; (c) the possibility of adverse reactions or changes in
business relationships resulting from the announcement or
completion of the Arrangement; (d) risks relating to the Company’s
ability to retain and attract key personnel during and following
the period ending with the consummation of the Arrangement; (e) the
possibility of litigation relating to the Arrangement; (f) credit,
market, currency, operational, liquidity and funding risks
generally and relating specifically to the Arrangement, including
changes in economic conditions, interest rates or tax rates; (g)
business, operational and financial risks and uncertainties
relating to the COVID-19 pandemic; (h) risks related to the Company
resulting from the combination of the Company and Grayshift, LLC in
retaining existing customers and attracting new customers,
retaining key personnel, executing on growth strategies, advancing
its product line and protecting its intellectual property rights
and proprietary information; (i) risks related to the Company’s
ability to prevent unauthorized access to or disclosure, loss,
destruction or modification of data, through cybersecurity breaches
or computer viruses disrupting the functionality of the Company’s
products; (j) the impact of competition; (k) changes and trends in
the Company’s industry and the global economy; and (l) the
identified risk factors included in the Company’s public
disclosure, including the annual information form dated March 8,
2023, which is available on SEDAR at www.sedar.com and on the
Company’s website at www.magnetforensics.com. If any of these risks
or uncertainties materialize, or if the assumptions underlying the
FLS prove incorrect, actual results or future events might vary
materially from those anticipated in the FLS. Although the Company
has attempted to identify important risk factors that could cause
actual results to differ materially from those contained in FLS,
there may be other risk factors not presently known to the Company
or that the Company presently believe are not material that could
also cause actual results or future events to differ materially
from those expressed in such FLS. The FLS in this press release
reflect the current expectations, assumptions, judgements and/or
beliefs of the Company based on information currently available to
the Company, and are subject to change without notice.
Any FLS speaks only as of the date on which it is made and,
except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update any FLS,
whether as a result of new information, future events or results or
otherwise, except as required under applicable securities laws. The
FLS contained in this press release are expressly qualified by this
cautionary statement. For more information on the Company, please
review the Company's continuous disclosure filings that are
available at www.sedar.com.
No securities regulatory authority has either approved or
disapproved of the contents of this news release. The TSX accepts
no responsibility for the adequacy or accuracy of this release.
1 “Rolling Shareholders” means Jad Saliba, Director, President
and Chief Technology Officer of the Company, Adam Belsher, Director
and Chief Executive Officer of the Company, and Jim Balsillie,
Chair of the Board, and their respective associates and
affiliates.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230316005048/en/
Shareholders: Laurel Hill Advisory Group 1-877-452-7184
1-416-304-0211 assistance@laurelhill.com
Media: Riyaz Lalani & Dan Gagnier Gagnier
Communications (416) 305-1459 magnet@gagnierfc.com
Magnet Forensics (TSX:MAGT)
過去 株価チャート
から 11 2024 まで 12 2024
Magnet Forensics (TSX:MAGT)
過去 株価チャート
から 12 2023 まで 12 2024
