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CALGARY, ALBERTA – February 13, 2019 - Cortex Business Solutions Inc. (“Cortex”) (TSXV: CBX), a North American network-as-a-service e-invoicing solutions provider, announced today that at the special meeting of shareholders and option holders of Cortex (together, the “Securityholders”) held yesterday (the “Meeting”), the Securityholders overwhelmingly voted in favour of a special resolution to approve the proposed plan of arrangement pursuant to which a subsidiary of Drilling Info, Inc. (“Drillinginfo”), a portfolio company of Genstar Capital Partners, LLC, will acquire all of the outstanding shares of Cortex (the “Shares”) for a cash payment of $4.55 per Share (the “Arrangement”).
The resolution approving the Arrangement required approval by at least: (i) 66⅔% of the votes cast by Securityholders present in person or represented by proxy at the Meeting and entitled to vote thereat; and (ii) a simple majority of the votes cast by Securityholders present in person or represented by proxy at the Meeting and entitled to vote thereat, excluding the votes cast by interested Shareholders whose votes are to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
A total of 6,807,191 Cortex shares and options, representing approximately 70.33% of the outstanding Cortex shares and options, were represented in person or by proxy at the Meeting. The Arrangement was approved by: (i) Securityholders of Cortex holding 96.94% of the shares and options voted; and (ii) Securityholders of Cortex holding 96.12% of the shares and options voted, after excluding the votes cast by the Shareholders whose votes were required to be excluded in determining minority approval under MI 61-101.
Earlier today, Cortex received a final order of the Court of Queen’s Bench of Alberta approving the Arrangement. Completion of the Arrangement remains subject to other customary closing conditions. Assuming that the conditions to closing are satisfied or waived, it is expected that the Arrangement will be completed on or about February 15, 2019. Following completion of the Arrangement, Cortex will be de-listed from the TSX Venture Exchange and applications will be made for Cortex to cease to be a reporting issuer.
Shareholders of Cortex who are registered shareholders must send their share certificates to the depositary, Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Corporate Actions. Shareholders who hold their shares through a broker or other intermediary should contact their broker or intermediary in regards to receiving consideration for their 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.
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.
Relations Contacts - Cortex:
|Joel Leetzow||Jason Baird|
|President and CEO||VP, Finance & CFO|
Relations Contacts - Drillinginfo:
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”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” 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 ability of the parties to satisfy the conditions to, and to complete, the Arrangement; and the anticipated timing of closing of the Arrangement; satisfaction of customary closing conditions; the anticipated timing of the de-listing of Cortex from the TSX Venture Exchange and the applications for Cortex to cease to be a reporting issuer.
In respect of the forward-looking statements and information concerning the anticipated completion and timing for completion of the Arrangement, the parties have provided such information in reliance on certain assumptions that they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, stock exchange and other third party approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; and other expectations and assumptions concerning the Arrangement. The anticipated dates provided may change for a number of reasons, including unforeseen delays in securing necessary regulatory or other third party approvals or the need for additional time to satisfy the other conditions to the completion of the Arrangement. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
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. Risks and uncertainties inherent in the nature of the transaction include the failure of Cortex to obtain necessary regulatory and other third party approvals, including those noted above, or to otherwise satisfy the conditions to the completion of the Arrangement, in a timely manner, or at all. Failure to so obtain such approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and Cortex continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources of Cortex to the completion of the transaction could have an impact on Cortex's current business relationships (including with future and prospective employees, customers, distributors, suppliers and partners) and could have a material adverse effect on the current and future operations, financial condition and prospects of Cortex. Furthermore, the failure of Cortex to comply with the terms of the Arrangement Agreement may result in Cortex being required to pay a fee, the result of which could have a material adverse effect on Cortex's financial position and results of operations and its ability to fund growth prospects and current operations.
Readers are cautioned that the foregoing list of factors is not exhaustive. 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.
This release does not constitute an offer to purchase or a solicitation of an offer to sell securities. Securityholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Arrangement and the terms and conditions thereof.
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.