NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
CALGARY, ALBERTA – February 15, 2019 - Cortex Business Solutions Inc. ("Cortex") (TSXV: CBX), a North American network-as- a-service e-invoicing solutions provider, and TransZap P2P Canada, Inc. ("TransZap"), a subsidiary of Drilling Info, Inc. ("Drillinginfo"), a portfolio company of Genstar Capital Partners, LLC, announced today that the previously announced plan of arrangement (the "Arrangement") under section 193 of the Business Corporations Act (Alberta) involving TransZap and Cortex closed today.
Pursuant to the Arrangement, TransZap has acquired all of the issued and outstanding common shares of Cortex (the "Shares"), including Shares issued to holders of options to purchase Shares (the "Options") and deferred share units of Cortex ("DSUs"). Each holder of Shares received $4.55 for per Share and each holder of Options received either cash consideration equal to the "in the money" amount or, if the Option was "out of the money", $0.01 per underlying Share. Holders of DSUs received $4.55 for each DSU held. The aggregate consideration was valued at $42,881,585.
Immediately prior to the Arrangement, there were 9,137,700 Shares issued and outstanding and TransZap did not hold any Shares. Upon completion of the Arrangement, TransZap owns 9,137,700 Shares, which represents 100% of the issued and outstanding Shares. The Shares are expected to be delisted from the TSXV within approximately two business days of closing of the Arrangement and Cortex will apply to cease to be a reporting issuer.
Pursuant to the Arrangement, on February 15, 2019, all of the directors of Cortex resigned and a new board of directors was appointed.
Registered Cortex shareholders, who have not already done so, should submit the certificates representing their Shares, together with a signed and completed letter of transmittal, to Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Corporate Actions, in order to receive cash consideration for their Shares. Holders of Shares who hold their shares through a broker, investment dealer or other intermediary should follow the instructions provided by such broker, investment dealer or other intermediary to receive cash consideration for their Shares.
This news release has been disseminated in accordance with the early warning requirements of Canadian securities laws, including National Instrument 62-103 The Early Warning System and Related Take‐Over Bid and Insider Reporting Issues, to reflect TransZap's acquisition of the Shares.
Cortex is a service-centric, digital transformation solutions provider focused on revolutionizing B2B document exchange. We help businesses save time and money by replacing traditional paper-based manual systems with AP and AR invoice automation. Companies on the Cortex Network are positioned for success with solutions that offer the scalability and flexibility needed to evolve with their unique business needs. Cortex specializes in the development and delivery of integrated electronic document intake and management solutions using flexible connection methods that leverage existing technologies and processes.
Cortex is currently enabling digital transformation in over 11,000 companies in the Oil & Gas, Mining, Manufacturing and Sports & Entertainment industries. For more information, please visit www.cortex.net. Cortex's head and registered office is located at Suite 130, 115 Quarry Park Road SE, Calgary, Alberta, T2C 5G9.
Drillinginfo delivers business-critical insights to the energy, power, and commodities markets. Its state-of-the-art SaaS platform offers sophisticated technology, powerful analytics, and industry-leading data. Drillinginfo’s solutions deliver value across upstream, midstream and downstream markets, empowering exploration and production (E&P), oilfield services, midstream, utilities, trading and risk, and capital markets companies to be more collaborative, efficient, and competitive.
Drillinginfo delivers actionable intelligence over mobile, web, and desktop to analyze and reduce risk, conduct competitive benchmarking, and uncover market insights. Drillinginfo serves over 5,000 companies globally from its Austin, Texas, headquarters and has more than 1,000 employees. For more information, visit drillinginfo.com.
TransZap was incorporated under the laws of the Province of British Columbia and was continued into the Province of Alberta on February 4, 2019. TransZap's registered office is located at Suite 3500, 855 2nd Street SW, Calgary, Alberta, T2P 4J8.
Relations Contacts - Cortex:
Jon Haubert firstname.lastname@example.org
Relations Contacts - Drillinginfo:
Jon Haubert email@example.com
This press release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws and which are based on the expectations, estimates and projections of management of Cortex as of the date of this news release unless otherwise stated. The use of any of the words "expect", "will" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this press release contains forward-looking statements and information concerning the date on which Cortex shares will be delisted from the TSXV and the application by Cortex to cease to be a reporting issuer.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Readers should not place undue reliance on the forward-looking statements and information contained in this press release. Additional information on other factors that could affect the operations or financial results of Cortex are included in reports on file with applicable securities regulatory authorities, available on Cortex’s SEDAR profile. The forward- looking statements and information contained in this press release are made as of the date hereof and the parties undertake no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.