OTTAWA, May 16, 2024 (GLOBE NEWSWIRE) -- 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 Pombo co-Chief Executive Officer TrueContext Corporation 613.599.8288 ext. 1111 apombo@truecontext.com | Philip Deck co-Chief Executive Officer TrueContext Corporation 416.702.3974 pdeck@truecontext.com | Dave Croucher Chief Financial Officer TrueContext Corporation 613-286-9212 dcroucher@truecontext.com |
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 Buckman Marketing Partner Battery Ventures 650-292-2077 becky@battery.com |
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.
