Copperleaf Technologies Inc. (“Copperleaf” or the “Company”) is pleased to announce that Industrial and Financial Systems, IFS AB (“IFS”) has completed the previously announced acquisition of Copperleaf pursuant to a statutory plan of arrangement (the “Arrangement”) under the Canada Business Corporations Act. In accordance with the terms of the Arrangement, IFS indirectly acquired all of the issued and outstanding common shares in the capital of Copperleaf (the “Shares”) for $12.00 in cash per Share, representing a total equity value of approximately $1.0 billion on a fully diluted basis.
The Shares are expected to be de-listed from the Toronto Stock Exchange on or about the closing of trading on [August 30], 2024. It is anticipated that Copperleaf will apply to cease to be a reporting issuer under applicable Canadian securities laws.
The Arrangement was originally announced on June 11, 2024, and was approved by the Company’s shareholders at a special meeting held on August 2, 2024. The Company obtained a final order in respect of the Arrangement from the Supreme Court of British Columbia on August 7, 2024.
Further information regarding the Arrangement is provided in the management information circular of the Company dated June 28, 2024 (the “Circular”) prepared in connection with the Arrangement and the Company’s subsequent related news releases, all of which are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on Copperleaf’s website at https://investors.copperleaf.com.
Enclosed with the Circular was a letter of transmittal explaining how registered shareholders of the Company can submit their Shares in order to receive the consideration to which they are entitled in connection with the Arrangement. Registered shareholders who have questions on how to complete the letter of transmittal should direct their questions to the Company’s transfer agent and depositary, Odyssey Trust Company, 1-888-290-1175 (toll-free within North America), 1-587-885-0960 (outside of North America), or by email at This email address is being protected from spambots. You need JavaScript enabled to view it. . Beneficial shareholders holding Shares that are registered in the name of an intermediary must contact their broker or other intermediary to submit their instructions with respect to the Arrangement and to arrange for the surrender of their Shares in order to receive the consideration to which they are entitled in connection with the Arrangement.
Advisors
BMO Capital Markets acted as exclusive financial advisor to a special committee of independent directors of Copperleaf (the “Special Committee”) formed to evaluate the Arrangement. Fort Capital Partners acted as independent financial advisor to the Special Committee and the board of directors of Copperleaf. Fasken Martineau DuMoulin LLP acted as legal counsel to Copperleaf and the Special Committee in connection with the Arrangement.
Arma Partners LLP acted as exclusive financial advisor to IFS, and Davies Ward Phillips & Vineberg LLP and White & Case LLP acted as legal counsel to IFS.
