TORONTO, Dec. 17, 2024 /CNW/ - Pluribus Technologies Corp. (TSXV: PLRB) ("Pluribus" or the "Company") announced today that the Company and its various subsidiaries (collectively, the "Pluribus Group") have been granted an order (the "Initial Order") from the Ontario Superior Court of Justice (Commercial List) (the "Court") under the Companies' Creditors Arrangement Act (the "CCAA") in order to restructure its business and financial affairs.
After careful consideration of all available alternatives, following thorough consultation with legal and financial advisors, the directors of the Company determined that it is in the best interests of the Pluribus Group and its stakeholders to seek creditor protection under the CCAA given, among other things, the previously-announced termination of the forbearance agreement dated August 14, 2024 between the Company and National Bank of Canada (the "Lender") relating to a secured credit agreement dated April 27, 2022, as amended, among the Company, certain of its subsidiaries and the Lender (the "Credit Agreement") on November 29, 2024 and the demand letter from the Lender received on December 3, 2024 demanding immediate payment of the sum of C$10,334,246.28 and US$857,668.71 under the Credit Agreement.
The Initial Order provides for, among other things: (i) a stay of proceedings in favour of the Pluribus Group up to and including December 27, 2024 (the "Initial Stay Period"); (ii) approval of the debtor-in-possession financing (the "DIP Financing"); and (iii) the appointment of B. Riley Farber Inc., as monitor of the Pluribus Group (in such capacity, the "Monitor"). In addition, the Initial Order provides the Company with relief from certain reporting obligations under securities legislation and stock exchange rules.
The stay of proceedings and the DIP Financing is intended to provide the Pluribus Group with the time and stability required to consider potential restructuring transactions and seek to maximize the value of its assets for the benefit of its creditors and other stakeholders. Pluribus Group intends to undertake a court supervised sale and investment solicitation process that is intended to solicit interest in, and opportunities for, a sale of, or investment in, all or part of the Pluribus Group's assets and business operations. This process may include the sale of all or substantially all of the business or assets of the Pluribus Group. In that regard, the Company intends to seek Court approval on December 23, 2024 to undertake a sale and investment solicitation process.
In order to fund Pluribus Group's working capital needs, professional fees and expenses during the CCAA proceedings, Pluribus Group has executed a term sheet with Evergreen Gap Debt GP Inc., as agent for itself and of Evergreen Gap Debt LP, (the "DIP Lender"), pursuant to which the DIP Lender will advance a debtor-in-possession loan during the Initial Stay Period and subsequently.
The Company intends to operate in the ordinary course throughout the CCAA proceedings under the general oversight of the Monitor. The Monitor has set up a website at: https://brileyfarber.com/engagements/pluribus-technologies-corp/, where updates on the restructuring process, the Monitor's reports to the Court, Court orders and other information will be posted as soon as they are available.
The Company's common shares will be transferred to the NEX Board of the TSX Venture Exchange (the "TSXV") where trading will be suspended, effective today. The Company's common shares are expected to be delisted as a result of the CCAA proceedings in accordance with the rules of the TSXV.
About Pluribus Technologies Corp.
Pluribus is a technology company that is a value-based acquirer, operator, and divestor of small, profitable business-to-business technology companies in a range of verticals and industries. Pluribus provides its acquisitions access to experienced sales and marketing resources, strategic partnership opportunities, a diverse portfolio of customers in different geographical markets, and enabling technologies to create new revenue streams and drive growth. When market conditions are conducive to raising capital at reasonable costs, Pluribus focuses on rapidly acquiring and integrating new companies to accelerate growth. In less favorable environments, Pluribus implements strategies to maximize organic growth, increase cash flow, and selectively divest portfolio companies to optimize value. For more information, please visit: pluribustechnologies.com.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Any such forward-looking statements may be identified by words such as "will", "expects", "anticipates", "intends", "contemplates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements in this release include statements regarding: the Company's expectation that the business operations of the Pluribus Group will not be interrupted as a result of the CCAA proceedings; the Company's belief that the stay of proceedings and DIP Financing will provide the Pluribus Group with the time and stability required to consider potential restructuring transactions; the Company's intention to seek Court approval to launch a sale and investment solicitation process; the trading and delisting of the Company's common shares. Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; delay or failure to receive creditor or regulatory approvals; the ability to complete any future potential transactions in connection with the SISP in CCAA proceedings and the terms and conditions thereof; the availability of DIP Financing; the application of federal, provincial and municipal laws; the impact of increasing competition; those additional risks set out in the Company's public documents filed on SEDAR+ at www.sedarplus.com. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements are reasonable, undue reliance should not be placed on these statements, which only apply as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Except where required by law, the Company disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
For further information about Pluribus Group and the CCAA proceedings, please contact the Monitor: B. Riley Farber Inc., 150 York Street, Suite 1600, Toronto, Ontario M5H 3S5, Phone: (437) 294-4600, Email: [email protected] or Diane Pedreira, Interim President and Chief Operating Officer, Phone: 1(800) 851-9383.
SOURCE Pluribus Technologies Corp.
