Softchoice Corporation has completed the going-private transaction backed by Birch Hill Equity Partners. It is expected that the common shares of Softchoice will be delisted from the Toronto Stock Exchange on or about June 20, 2013 at the closing of the market.
Softchoice Corporation (TSX: SO) today announced the completion of the previously announced going-private transaction by way of plan of arrangement involving Birch Hill Equity Partners. As a result, Goliath Acquisition Inc., a corporation indirectly owned by Birch Hill Fund IV, has acquired all of the outstanding common shares of Softchoice for cash consideration of $20.00 per common share (excluding certain common shares held by certain members of senior management which have been exchanged for shares in Goliath Acquisition Inc.).
It is expected that the common shares of Softchoice will be delisted from the Toronto Stock Exchange on or about June 20, 2013 at the closing of the market. Softchoice will also apply to cease to be a reporting issuer under applicable Canadian securities laws.
Beneficial shareholders are not required to take any action in respect of the completion of the Arrangement. The cash to be paid to beneficial shareholders is expected to be credited to the beneficial shareholder’s broker, trustee, financial institution, dealer, bank, trust company, custodian, nominee or other intermediary account through the procedures in place for such purposes between CDS and such intermediaries, on or shortly following June 24, 2013. Beneficial shareholders should contact their intermediary if they have any questions regarding this process.
In order for a registered shareholder to receive the cash consideration for the common shares, he, she or it must complete, sign, date and return the letter of transmittal to Computershare Investor Services Inc., in accordance with the instructions set out therein that was mailed to all registered shareholders in connection with the Meeting. The letter of transmittal and details regarding the transaction contained in the management information circular of Softchoice dated May 10, 2013 can be found under Softchoice’s profile on SEDAR at www.sedar.com.
Computershare will make payments to registered shareholders who have already validly deposited their share certificates and duly completed letter of transmittal within thee business days from today.
Any questions regarding payment of the consideration, including any request for another form of letter of transmittal, should be directed to Computershare via telephone at 1-800-564-6253 (toll free in North America) or (514) 982-7555 (outside North America) or via email at email@example.com.
Softchoice does not anticipate any changes to its business practices, processes or personnel. Clients, partners and suppliers can expect to conduct ‘business as usual’ and to work with the same Softchoice representatives as usual.
As a leading North American provider of technology solutions and services, Softchoice combines the efficiency and reliability of a national IT supplier with the personal touch and technical expertise of a local solutions provider. Softchoice’s holistic approach to technology includes solution design, implementation and asset management and cloud services, as well as access to one of the most comprehensive and cost-effective technology distribution networks in North America. With over 1,200 employees, Softchoice manages the technology needs of thousands of corporate and public sector organizations across the United States and Canada.
The common shares of Softchoice are not registered under the U.S. Securities Act of 1933 and are not publicly traded in the United States.
This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to expectations, intentions and plans contained in this press release that are not historical fact. When used in this press release, the words “anticipate”, “expect”, “will” and similar expressions generally identify forward-looking statements. These statements reflect our current expectations and are subject to a number of risks and uncertainties including, but not limited to, change in technology and general market conditions, many of which are set out or incorporated by reference in Softchoice’s latest Annual Information Form. Due to the many risks and uncertainties, Softchoice cannot assure that the forward-looking statements contained in this press release will be realized.
SOURCE Softchoice Corporation