The previously-announced deal to privatize Toronto-based Angoss Software Corp. has been confirmed by the company’s investors. Based on the terms of the original agreement, U.S. private equity firm Peterson Partners has acquired all of the shares of Angoss for $0.525 per share, or approximately $5.4 million. Angoss delivers predictive analytics to businesses.
Angoss Announces Completion of Plan of Arrangement
TORONTO, April 25, 2013 /CNW/ – Angoss Software Corporation (“Angoss”) (TSX-V: ANC) is pleased to announce the completion of its previously announced plan of arrangement (the “Arrangement”) involving Angoss, Peterson Partners, Inc. (“Peterson Partners”), and a wholly-owned subsidiary of Peterson Partners (“Peterson Sub”), whereby, among other things, Peterson Sub has acquired all of the issued and outstanding common shares of Angoss (the “Shares”) not owned by Martin Galligan or his associates for $0.525 per Share in cash. The Arrangement was approved by special resolution of Angoss’ shareholders and warrantholders at Angoss’ annual and special meeting of shareholders held on April 16, 2013. The final court order approving the Arrangement was obtained on April 19, 2013.
The Shares are being halted from trading pending delisting from the TSX Venture Exchange, which is expected to occur on or about April 29, 2013. In addition, Angoss intends to make the required filings with the relevant Canadian securities regulatory authorities in order for Angoss to cease to be a reporting issuer in the Canadian provinces in which it is currently a reporting issuer.
Registered shareholders and warrantholders of Angoss who have not yet sent fully completed letters of transmittal, accompanied by original Share and/or warrant certificates, to the depositary, Computershare Investor Services Inc. (“Computershare”), are reminded that they should do so promptly in order to receive the cash consideration under the terms described in Angoss’ management information circular dated March 18, 2013 (the “Circular”). The Circular and the letters of transmittal are available under Angoss’ profile on SEDAR at www.sedar.com. Holders of Class A Preferred Shares, Series 2 in the capital of Angoss (“Series 2 Shares”) need not take any action to receive the cash consideration payable on the redemption of their Series 2 Shares, which will be paid by way of cheque(s) mailed by Computershare.
Non-registered holders of Shares whose Shares were registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for instructions and assistance in depositing such Shares and arranging for payment of the cash consideration.
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 described herein 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.
About Angoss Software Corporation
Angoss is a global leader in delivering predictive analytics to businesses looking to improve performance across sales, marketing and risk. With a suite of desktop, client-server and big data analytics software products and cloud solutions, Angoss delivers powerful approaches to turn information into actionable business decisions and competitive advantage. Angoss software products and solutions are user-friendly and agile, making predictive analytics accessible and easy to use. Many of the world’s leading financial services, insurance, retail, health care and information communication and technology organizations use Angoss predictive analytics software products and solutions to grow revenue, increase sales productivity and improve marketing effectiveness while reducing risk and cost. Headquartered in Toronto, Canada, Angoss has offices in the United States and United Kingdom. For more information, visit www.angoss.com.
Note: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: ANGOSS Software Corporation
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