TrueContext Corporation (“
TrueContext” or the
“
Company”) (TSXV:TCXT), a global leader in field
intelligence, is pleased to announce the completion of the
previously announced plan of arrangement under the Business
Corporations Act (Ontario) pursuant to which 1000827877 Ontario
Inc. (the “
Purchaser”), an entity controlled by
Battery Ventures (“
Battery”), has acquired all of
the issued and outstanding common shares of the Company (the
“
Shares”) at a price of $1.07 in cash per Share
(the “
Transaction”).
With the completion of the Transaction, the
Shares are expected to be delisted from the TSX Venture Exchange
(the “TSXV”) at the close of trading today and it
is anticipated that TrueContext will cease to be a reporting issuer
under applicable Canadian securities laws.
Shareholders who have questions or require
assistance submitting their Shares in connection with the
Transaction may direct their questions to TSX Trust Company, who is
acting as depositary in connection with the Transaction, by phone
at the toll free number 1-866-600-5869 (within North America) or
1-416-342-1091 (outside North America) or by email at
tsxtis@tmx.com.
For more information on the Transaction, please
see the news releases issued by TrueContext on March 13, 2024 and
May 8, 2024 along with the Company’s management information
circular dated April 8, 2024 prepared in connection with the
Transaction, all of which are available under the Company’s SEDAR+
profile at www.sedarplus.ca and on the Company’s website at
www.TrueContext.com.
Early Warning Reporting
Following completion of the Arrangement, the
Purchaser has beneficial ownership and control over 100% of the
issued and outstanding Shares. Prior to the closing of the
Transaction, the Purchaser held no Shares.
This news release is being issued, in part,
pursuant to National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issuers which
requires an early warning report to be filed under TrueContext’s
profile on SEDAR+ (www.sedarplus.ca) containing additional
information respecting the foregoing matters. Further information
and a copy of the early warning report may be obtained by
contacting Rebecca Buckman, Marketing Partner of Battery, 2882 Sand
Hill Road, Suite 280, Menlo Park, CA 94025, telephone:
650-292-2077.
About TrueContext
TrueContext is the global leader in field
intelligence. The product’s field workflows and data collection
capabilities enable enterprise field teams to optimize
decision-making, decrease organizational risk, maximize the uptime
of valuable assets, and deliver exceptional service experiences.
Over 100,000 subscribers use the Company’s product across multiple
use cases, including asset inspection, compliance, installation,
repair, maintenance, and environmental, health & safety with
quantifiable business impacts.
The Company is based in Ottawa, Canada, and
currently trades on the TSXV under the symbol TCXT. “ProntoForms”
and “TrueContext” are registered trademarks of TrueContext Inc., a
wholly-owned subsidiary of the Company.
For further information, please visit
www.TrueContext.com or please contact:
Alvaro Pomboco-Chief Executive OfficerTrueContext
Corporation613.599.8288 ext. 1111 apombo@truecontext.com |
Philip Deckco-Chief Executive OfficerTrueContext
Corporation416.702.3974pdeck@truecontext.com |
Dave CroucherChief Financial OfficerTrueContext Corporation
613-286-9212 dcroucher@truecontext.com |
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About Battery Ventures
Battery partners with exceptional founders and
management teams developing category-defining businesses in markets
including software and services, enterprise infrastructure, online
marketplaces, healthcare IT and industrial technology. Founded in
1983, the firm backs companies at all stages, ranging from seed and
early to growth and buyout, and invests globally from six strategic
locations: Boston; San Francisco and Menlo Park, California; Tel
Aviv; London; and New York. Follow the firm on X @BatteryVentures
and visit our website to find a full list of Battery’s
portfolio companies at
https://www.battery.com/list-of-all-companies/.
Battery Contact:
Rebecca BuckmanMarketing PartnerBattery
Ventures650-292-2077becky@battery.com |
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The TSXV has neither approved nor disapproved
the contents of this press release. The TSXV does not accept
responsibility for the adequacy or accuracy of this press
release.
Forward-Looking Statements
Certain statements in this news release
constitute forward-looking statements within the meaning of
applicable securities laws. Forward-looking statements generally
can be identified by the use of terms and phrases such as “will”,
“may”, “subject to”, “expected”, “if”, “option”, and similar terms
and phrases, including references to assumptions and limitations.
Some of the specific forward-looking statements in this news
release include, but are not limited to, statements with respect
to: statements relating to the delisting of Shares from the TSXV
following closing of the Transaction; the expectation that the
Company will cease to be a reporting issuer following closing of
the Transaction; and statements relating to other anticipated
impacts of the Transaction.
Forward-looking statements are based on
information available at the time they are made, underlying
estimates and assumptions made by management and management’s good
faith belief with respect to future events, performance and
results. Such assumptions include, without limitation, expectations
and assumptions concerning the timing of the delisting of the
Shares from the TSXV following closing of the Transaction and that
the Company will cease to be a reporting issuer following closing
of the Transaction.
Forward-looking statements involve known and
unknown risks, uncertainties and other factors, some of which are
beyond the Company’s control, which may cause actual events,
results or performance to be materially different from the events,
results, or performance expressed in such forward-looking
statements. Such risks and uncertainties include, but are not
limited to, the inherent risks and uncertainties surrounding future
expectations of the Company, general economic, market and business
conditions in Canada and globally, governmental and regulatory
requirements and actions by governmental authorities, changes and
competition in the technology industry, financing and refinancing
risks, changes in economic conditions, changes in interest rates,
changes in taxation rules, reliance on key personnel and potential
diversion of management time on the Transaction, environmental
matters and fluctuations in commodity prices. This information is
based on current expectations that are subject to significant risks
and uncertainties that are difficult to predict. Actual results
might differ materially from results suggested in any
forward-looking statements. The Company assumes no obligation to
update the forward-looking statements, or to update the reasons why
actual results could differ from those reflected in the
forward-looking statements unless and until required by securities
laws applicable to the Company. There are a number of risk factors
that could cause future results to differ materially from those
described herein. Please see “Risk Factors Affecting Future
Results” in the Company’s annual management discussion and analysis
dated March 18, 2024 found at www.sedarplus.ca. Additional risks
and uncertainties not presently known to the Company or that the
Company currently believes to be less significant may also
adversely affect the Company.
Although the Company has attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. Forward-looking statements contained herein
are made as of the date of this news release and the Company
disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events, results or otherwise, except as may be required
under applicable securities laws. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on forward-looking statements.
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