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Absolute Software Corporation (NASDAQ:ABST) (TSX:ABST) ("Absolute" or the "Company") is pleased to announce that its Securityholders (as defined below) have approved the acquisition of all of the outstanding shares of the Company (the "Shares") by 1414364 B.C. LTD., an affiliate of Crosspoint Capital Partners, L.P. ("Crosspoint"), by way of a statutory plan of arrangement (the "Transaction" or the "Arrangement") at the special meeting of Securityholders held today (the "Meeting").
The special resolution approving the Arrangement was approved by: (i) 94.20% of the votes cast by the shareholders of the Company (the "Shareholders") present in person or represented by proxy at the Meeting, (ii) 94.78% of the votes cast by Shareholders, holders of options to purchase Shares of the Company, holders of restricted share units of the Company, holders of performance share units of the Company and holders of deferred share units of the Company (collectively, the "Securityholders"), present in person or represented by proxy at the Meeting, voting together as a single class, and (iii) 94.13% of the votes cast by holders of Shares, present in person or represented by proxy at the Meeting, other than those holders of Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Arrangement is subject to regulatory approval under Australia's Foreign Acquisitions and Takeovers Act 1975 (the "FATA"), the approval of the Supreme Court of British Columbia (the "Court") and other customary closing conditions. The Court hearing for the final order to approve the Arrangement is expected to take place on July 4, 2023, and the completion of the Arrangement is expected to occur during the second half of 2023. Until close, the parties remain separate independent companies. Following completion of the Transaction, the Shares will be delisted from the Toronto Stock Exchange and Nasdaq Global Market. An application will also be made for the Company to cease to be a reporting issuer in the applicable jurisdictions following completion of the Arrangement. The Company will also deregister the Shares under the U.S. Securities Exchange Act of 1934, as amended.
