Toronto-based Angoss Software Corporation is pleased to announce that it has entered into a binding letter of intent dated January 25, 2013 (the “LOI”) with Peterson Partners, Inc. (“Peterson Partners”), an arm’s length party, in connection with a proposed acquisition (the “Transaction”) by an affiliate of Peterson Partners (“AcquireCo”) of 100% of the outstanding securities of Angoss.
Under the terms of the LOI, the Transaction will be structured as a shareholder approved statutory amalgamation, plan of arrangement, or other such transaction as agreed upon by Angoss and Peterson Partners. Pursuant to the LOI, Peterson Partners has agreed: (i) to offer shareholders of Angoss cash in the amount of $0.525 for each outstanding common share of Angoss (a “Common Share”), which represents a premium of approximately 42% to the closing price of the Common Shares on the TSX Venture Exchange on January 25, 2013 of $0.37, and a premium of approximately 94% to the prior twenty day weighted average trading price on the TSX Venture Exchange of $0.27; (ii) that all outstanding warrants to acquire Common Shares may be acquired by AcquireCo in consideration for $0.525 per warrant less the exercise price therefor, or in exchange for warrants to acquire redeemable preferred shares of the continuing company (“NewCo”) upon completion of the Transaction; (iii) that all outstanding stock options of Angoss will be exchanged for, or converted into, stock options of NewCo on substantially the same terms as the Angoss stock options previously held; and (iv) to redeem all outstanding Class A preferred shares, Series 2 (“Preferred Shares”) in the capital of Angoss in accordance with their terms (or in a manner as otherwise may be agreed upon by Angoss and Peterson Partners) for a cash amount per Preferred Share equal to the subscription price per Preferred Share plus all cumulative unpaid dividends. Angoss expects to defer the dividend payable to holders of Preferred Shares that will be due on February 1, 2013, and for such dividend to be paid out upon completion of the Transaction at the increased dividend rate in accordance with the terms of the Preferred Shares.
Evans & Evans, Inc. has been engaged to act as financial advisor to Angoss to provide a fairness opinion in respect of the Transaction, which will opine as to whether, subject to any assumptions and limitations contained therein, the consideration to be received by Angoss shareholders pursuant to the Transaction is fair, from a financial point of view, to the shareholders of Angoss.
The LOI provides that in certain circumstances Angoss will pay Peterson Partners a break fee equal to 5% of the aggregate purchase price payable by Peterson Partners for all of the outstanding securities of Angoss, or a reimbursement of costs, should the Transaction not be completed. Completion of the Transaction is subject to a number of conditions including, without limitation: (i) the execution by Angoss and Peterson Partners of a definitive transaction agreement; (ii) the approval of the shareholders of Angoss; and (iii) regulatory and stock exchange approval. The Transaction is intended to be completed on or around April 21, 2013, and in any event no later than June 30, 2013, unless as otherwise agreed to by Angoss and Peterson Partners.
Additional details respecting the Transaction will be provided in future press releases, and in an information circular to be mailed to the shareholders of Angoss on or about March 15, 2013, all of which will also be available under Angoss’ profile on SEDAR.
The proposed $1 million non-brokered private placement that was announced January 8th, 2013 by Angoss will not be proceeding.
The board of directors of Angoss has considered the Transaction and unanimously recommends that Angoss securityholders vote in favour of the Transaction at an upcoming special meeting of Angoss shareholders, which will be held to consider and vote on the Transaction. This recommendation remains subject to the receipt by the board of a fairness opinion, and to any superior proposals that are presented to Angoss by third parties prior completion of the Transaction.
Martin Galligan, the President & Chief Executive Officer of Angoss, commented, “This proposal represents a significant premium to Angoss’ current market price, and we are pleased to provide shareholders an opportunity to realize immediate value for their shares.”
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws and may not be offered or sold in the United States or to U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.