In addition to securityholder approval, the completion of the Acquisition will be subject to court and regulatory approvals and clearances, as well as other customary closing conditions. The Company's directors and senior executive officers, holding an aggregate of approximately 1.52% of the outstanding Common Shares, have each entered into support and voting agreements to vote their shares in favour of the Acquisition. The Special Meeting is expected to be held in late June. The Acquisition, which was approved unanimously by the Board, is to be carried out by way of a statutory court-approved plan of arrangement under the Business Corporations Act ( British Columbia), and will require the approval of: (i) two-thirds of the votes cast by shareholders of the Company at a special meeting of the securityholders of the Company (the “Special Meeting”) (ii) two-thirds of the votes cast by shareholders and holders of incentive awards, voting together as single class, at the Special Meeting and (iii) a simple majority of the votes cast by shareholders of the Company at the Special Meeting, excluding votes from certain shareholders, as required under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101”). “By partnering with a proven private software investor, Absolute will be in a stronger position both strategically and with respect to its capital structure to achieve its growth potential.” "This transaction with Crosspoint validates the attractive business and growth profile established by Christy and her team and delivers a solid return to the shareholders who have supported Absolute,” said Dan Ryan, Chairman of Absolute’s Board of Directors (the “Board”). “By partnering with Crosspoint, a proven cybersecurity investor with a track record in building growth companies, we are delivering immediate cash value to our shareholders, while positioning Absolute for an exciting future across all key stakeholders, including Absolute team members throughout the organization, our OEM partners and reseller network, and our more than 21,000 customers around the world.” “For the past five years, our focus has been on creating the industry’s only truly self-healing security platform centered on resilience,” said Christy Wyatt, President and CEO of Absolute. We look forward to partnering with Christy and the Absolute team as they continue to deliver highly differentiated solutions to the market.” “We are impressed with how Absolute has built upon its asset visibility and control heritage and expanded into solutions that provide endpoint resilience and the reliable access needed in today’s hybrid work environments. “In the modern remote and hybrid work environment, maintaining device integrity and protection is more difficult than ever,” said Greg Clark, Managing Partner of Crosspoint Capital Partners. ![]() Crosspoint brings significant cybersecurity expertise that will help drive the Company's next phase of growth. The cash consideration represents a premium of 34% and 38% to the closing price and 30-day volume-weighted average price, respectively, of the Common Shares on the Nasdaq on May 10, 2023.Ĭrosspoint Capital is a team of world-class technology leaders, operators and investors who have dedicated their careers to building great companies. ![]() Under the terms of the Arrangement Agreement, Absolute shareholders will receive US$11.50 per Common Share in cash on completion of the Acquisition, corresponding to an enterprise value of approximately US$870 million, inclusive of the debt. (“ Crosspoint”), (the “ Arrangement Agreement”) whereby Crosspoint has agreed to acquire all of the issued and outstanding common shares (the " Common Shares") of the Company (the “ Acquisition”). VANCOUVER, British Columbia & SAN JOSE, Calif.-(BUSINESS WIRE)-Ībsolute Software™ (“ Absolute” or the “ Company”) (NASDAQ: ABST) (TSX: ABST), the only provider of self-healing, intelligent security solutions, today announced it has entered into an Arrangement Agreement with funds affiliated with Crosspoint Capital Partners, L.P. The purchase price represents a premium of approximately 34% over Absolute’s closing share price of US$8.58 on May 10, 2023 The transaction is valued at US$657 million exclusive of Absolute’s debt ![]() Absolute shareholders to receive US$11.50 per share in cash
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