Court Grants Final Order to Softchoice Corporation Approving Arrangement with World Wide Technology
Public Relations
Cheryl Salman
Director, Communications and Brand
cheryl.salman@softchoice.com
Investor Relations
Tim Foran
Investor Relations
investors@softchoice.com
Softchoice Corporation (“Softchoice” or the “Company”) (TSX:SFTC) announced today that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced plan of arrangement (the “Arrangement”) involving the Company, World Wide Technology Holding Co., LLC (“WWT”) and 2672989 Alberta ULC (the “Purchaser”), an affiliate of WWT, pursuant to which the Purchaser will acquire all of the issued and outstanding common shares in the capital of Softchoice (the “Shares”).
Subject to the satisfaction or waiver, where permitted, of the remaining conditions to closing contained in the arrangement agreement entered into among the Company, WWT and the Purchaser dated December 30, 2024, it is anticipated that the Arrangement will be completed by the parties on or about March 13, 2025.
Questions for Depositary
Shareholders who have questions or require assistance submitting their Shares in connection with the Arrangement may direct their questions to TSX Trust Company, which is acting as depositary in connection with the Arrangement, at 1-866-600-5869 (toll-free within North America) or at 1-416-342-1091 (outside of North America) or by email at tsxtis@tmx.com.
About Softchoice Corporation
Softchoice Corporation (TSX: SFTC) is a software and cloud-focused IT solutions provider that equips organizations to be agile, innovative, and secure, and people to be engaged, connected and creative at work. We do this by delivering secure, AI-powered cloud and digital workplace solutions supported by our advanced software asset management methodology and capabilities. Through our customer success framework, we create value for our customers by reducing their IT spending, optimizing their technology, and supporting business-driven innovation. We are a highly engaged, high-performing team that is welcoming, inclusive, and diverse in thought and experience, and are certified as a Great Place to Work® in Canada and the United States. For more information, visit:
Website: www.softchoice.com
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. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. These statements include, without limitation, statements regarding the satisfaction of conditions to the closing of the Arrangement and timing for the closing of the Arrangement.
In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.
Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.
Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company’s management information circular relating to the special meeting of shareholders of the Company with respect to the Arrangement filed on SEDAR+. These risks and uncertainties further include (but are not limited to) as concerns the Arrangement, the failure of the parties to satisfy the conditions to the completion of the Arrangement, failure of the parties to satisfy such conditions in a timely manner, significant Arrangement costs or unknown liabilities, failure to realize the expected benefits of the Arrangement, and general economic conditions. Failure of the parties to satisfy the conditions to the completion of the Arrangement or to 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 the Company continues as a publicly-traded entity, there are risks that the announcement of the proposed Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects.
Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
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