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.
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.
About Cortex
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.
About Drillinginfo
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
jon@hblegacy.com 303.396.5996
Relations Contacts - Drillinginfo:
Jon Haubert
jon@hblegacy.com 303.396.5996
Forward-Looking Information
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.
Cortex Business Solutions Inc. (TSXV:CBX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Cortex Business Solutions Inc. (TSXV:CBX)
Historical Stock Chart
From Jul 2023 to Jul 2024