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OF U.S. SECURITIES LAW.
Cortex Business Solutions Inc. (“Cortex”) (TSXV: CBX), a North
American network-as-a-service e-invoicing solutions provider,
announced today that at the special meeting of shareholders and
option holders of Cortex (together, the “Securityholders”) held
yesterday (the “Meeting”), the Securityholders overwhelmingly voted
in favour of a special resolution to approve the proposed plan of
arrangement pursuant to which a subsidiary of Drilling Info, Inc.
(“Drillinginfo”), a portfolio company of Genstar Capital Partners,
LLC, will acquire all of the outstanding shares of Cortex (the
“Shares”) for a cash payment of $4.55 per Share (the
“Arrangement”).
The resolution approving the Arrangement required
approval by at least: (i) 66⅔% of the votes cast by Securityholders
present in person or represented by proxy at the Meeting and
entitled to vote thereat; and (ii) a simple majority of the votes
cast by Securityholders present in person or represented by proxy
at the Meeting and entitled to vote thereat, excluding the votes
cast by interested Shareholders whose votes are to be excluded
pursuant to Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”).
A total of 6,807,191 Cortex shares and options,
representing approximately 70.33% of the outstanding Cortex shares
and options, were represented in person or by proxy at the Meeting.
The Arrangement was approved by: (i) Securityholders of Cortex
holding 96.94% of the shares and options voted; and (ii)
Securityholders of Cortex holding 96.12% of the shares and options
voted, after excluding the votes cast by the Shareholders whose
votes were required to be excluded in determining minority approval
under MI 61-101.
Earlier today, Cortex received a final order of the
Court of Queen’s Bench of Alberta approving the Arrangement.
Completion of the Arrangement remains subject to other customary
closing conditions. Assuming that the conditions to closing are
satisfied or waived, it is expected that the Arrangement will be
completed on or about February 15, 2019. Following completion of
the Arrangement, Cortex will be de-listed from the TSX Venture
Exchange and applications will be made for Cortex to cease to be a
reporting issuer.
Shareholders of Cortex who are registered
shareholders must send their share certificates to the depositary,
Computershare Investor Services Inc., 100 University Avenue, 8th
Floor, Toronto, Ontario M5J 2Y1, Attention: Corporate Actions.
Shareholders who hold their shares through a broker or other
intermediary should contact their broker or intermediary in regards
to receiving consideration for their shares.
About Cortex
Cortex is a service-centric, digital transformation
solutions provider focused on revolutionizing B2B document
exchange. We help businesses save time and money by replacing
traditional paper-based manual systems with AP and AR invoice
automation. Companies on the Cortex Network are positioned for
success with solutions that offer the scalability and flexibility
needed to evolve with their unique business needs. Cortex
specializes in the development and delivery of integrated
electronic document intake and management solutions using flexible
connection methods that leverage existing technologies and
processes.
Cortex is currently enabling digital transformation
in over 11,000 companies in the Oil & Gas, Mining,
Manufacturing and Sports & Entertainment industries. For more
information, please visit www.cortex.net.
About Drillinginfo
Drillinginfo delivers business-critical insights to
the energy, power, and commodities markets. Its state-of-the-art
SaaS platform offers sophisticated technology, powerful analytics,
and industry-leading data. Drillinginfo’s solutions deliver value
across upstream, midstream and downstream markets, empowering
exploration and production (E&P), oilfield services, midstream,
utilities, trading and risk, and capital markets companies to be
more collaborative, efficient, and competitive. Drillinginfo
delivers actionable intelligence over mobile, web, and desktop to
analyze and reduce risk, conduct competitive benchmarking, and
uncover market insights. Drillinginfo serves over 5,000 companies
globally from its Austin, Texas, headquarters and has more than
1,000 employees. For more information, visit drillinginfo.com.
Investor Relations Contacts - Cortex:
Joel Leetzow |
|
Jason Baird |
President and CEO |
|
VP, Finance &
CFO |
jleetzow@cortex.net |
|
jbaird@cortex.net |
403-219-2838 |
|
403-219-2838 |
|
|
|
Relations
Contacts - Drillinginfo: |
|
|
|
|
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Jon Haubert |
|
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jon@hblegacy.com |
|
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303.396.5996 |
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Forward-Looking Information
This press release contains forward-looking
statements and forward-looking information within the meaning of
applicable securities laws and which are based on the expectations,
estimates and projections of management of Cortex as of the date of
this news release unless otherwise stated. The use of any of the
words “expect”, “anticipate”, “continue”, “estimate”, “objective”,
“ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”,
“intends” and similar expressions are intended to identify
forward-looking statements or information. More particularly and
without limitation, this press release contains forward-looking
statements and information concerning: the ability of the parties
to satisfy the conditions to, and to complete, the Arrangement; and
the anticipated timing of closing of the Arrangement; satisfaction
of customary closing conditions; the anticipated timing of the
de-listing of Cortex from the TSX Venture Exchange and the
applications for Cortex to cease to be a reporting issuer.
In respect of the forward-looking statements and
information concerning the anticipated completion and timing for
completion of the Arrangement, the parties have provided such
information in reliance on certain assumptions that they believe
are reasonable at this time, including assumptions as to the
ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary regulatory, stock exchange and
other third party approvals; the ability of the parties to satisfy,
in a timely manner, the other conditions to the closing of the
Arrangement; and other expectations and assumptions concerning the
Arrangement. The anticipated dates provided may change for a number
of reasons, including unforeseen delays in securing necessary
regulatory or other third party approvals or the need for
additional time to satisfy the other conditions to the completion
of the Arrangement. Accordingly, readers should not place undue
reliance on the forward-looking statements and information
contained in this press release.
Since forward-looking statements and information
address future events and conditions, by their very nature they
involve inherent risks and uncertainties. Actual results could
differ materially from those currently anticipated due to a number
of factors and risks. Risks and uncertainties inherent in the
nature of the transaction include the failure of Cortex to obtain
necessary regulatory and other third party approvals, including
those noted above, or to otherwise satisfy the conditions to the
completion of the Arrangement, in a timely manner, or at all.
Failure to so obtain such approvals, or the failure of the parties
to otherwise satisfy the conditions to or complete the Arrangement,
may result in the Arrangement not being completed on the proposed
terms, or at all. In addition, if the Arrangement is not completed,
and Cortex continues as an independent entity, there are risks that
the announcement of the Arrangement and the dedication of
substantial resources of Cortex to the completion of the
transaction could have an impact on Cortex's current business
relationships (including with future and prospective employees,
customers, distributors, suppliers and partners) and could have a
material adverse effect on the current and future operations,
financial condition and prospects of Cortex. Furthermore, the
failure of Cortex to comply with the terms of the Arrangement
Agreement may result in Cortex being required to pay a fee, the
result of which could have a material adverse effect on Cortex's
financial position and results of operations and its ability to
fund growth prospects and current operations.
Readers are cautioned that the foregoing list of
factors is not exhaustive. Additional information on other factors
that could affect the operations or financial results of Cortex are
included in reports on file with applicable securities regulatory
authorities, available on Cortex’s SEDAR profile. The
forward-looking statements and information contained in this press
release are made as of the date hereof and the parties undertake no
obligation to update publicly or revise any forward-looking
statements or information, whether as a result of new information,
future events or otherwise, unless so required by applicable
securities laws.
This release does not constitute an offer to
purchase or a solicitation of an offer to sell securities.
Securityholders are advised to review any documents that may be
filed with securities regulatory authorities and any subsequent
announcements because they will contain important information
regarding the Arrangement and the terms and conditions thereof.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
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