A majority of shareholders of publicly traded Softchoice Corp., a Toronto-based provider of IT solutions and services, have approved the take-private offer made by Canadian buyout firm Birch Hill Equity Partners. Under the terms of the agreement, Birch Hill will buy all of the company’s common shares for $20 per share, representing a total value of $412 million. If court approval is obtained, and other conditions are satisfied or waived, the deal is expected to be closed on or about June 18, 2013.
Softchoice Corporation (TSX: SO), a leading North American provider of IT Solutions and Services, announced today that at its special meeting of shareholders held earlier today (the “Meeting”), Softchoice shareholders approved the special resolution (the “Arrangement Resolution”) authorizing the plan of arrangement (the “Arrangement”) with Goliath Acquisition Inc. (the “Purchaser”). Pursuant to the terms of the Arrangement, the Purchaser will acquire the outstanding common shares of Softchoice for $20 cash per common share (other than the common shares held by certain senior officers of Softchoice). The Special Resolution was approved by 78.07% of the shares voted in person or represented by proxy at the Meeting.
The application to the Ontario Superior Court of Justice to obtain the final order approving the Arrangement is scheduled for June 11, 2013. If court approval is obtained and the other conditions to the completion of the Arrangement are satisfied or waived, Softchoice expects that the Arrangement will be completed on or about June 18, 2013.
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 following completion of the Arrangement 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. 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 following completion of the Arrangement, he, she or it must complete, sign, date and return the letter of transmittal, in accordance with the instructions set out therein that was mailed to all registered shareholders in connection with the Meeting. The letter of transmittal is available on SEDAR at www.sedar.com.
Softchoice does not anticipate any changes to its business practices, processes or personnel – either during or subsequent to the completion of the regulatory approval process. 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.
Softchoice stock is listed on the Toronto Stock Exchange (TSX) under the trading symbol “SO.” 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.
About Birch Hill
With $2 billion in capital under management, 20 partner companies and 31 fully realized investments since 1994, Birch Hill is the leader in long-term value creation in the Canadian mid-market. As a group, Birch Hill’s partner companies represent one of Canada’s largest corporate entities with over $4.7 billion in total revenue and more than 28,000 employees. For more information about Birch Hill Equity Partners, please visit www.birchhillequity.com.
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.
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