File: Attachment plantro-ltd-announces-premium-all-cash-tender.pdf

Source: Plantro Ltd.

April 02, 2025 07:00 ET

Plantro Ltd. Announces Premium All-Cash Tender Offer to Acquire up to 15% of Class A Limited Voting Shares of Information Services Corporation

Premium tender offer of $27.25 per Class A Share in cash for up to 2,777,342 Class A Shares, representing an attractive premium of approximately 9% to the trailing 10-day VWAP, for a total value of approximately $75.7 million.

Plantro's Tender Offer provides shareholders with an opportunity to receive cash consideration in a stock that has been highly illiquid for many years.

Plantro is optimistic that the Board will recommend in favour of this opportunity for shareholders to receive liquidity for their stock at a premium to the market price and avoid entrenching behaviours that deprive shareholders of value.

ST. MICHAEL, Barbados, April 02, 2025 (GLOBE NEWSWIRE) -- Plantro Ltd. ("Plantro"), today announced an offer to acquire up to 2,777,342 Class A Limited Voting Shares (the "Class A Shares") in the capital of Information Services Corporation (TSX: ISC) ("ISC" or the "Company"), (the "Tender Offer") at a price of $27.25 per Class A Share, payable in cash (the "Tender Price"). The Tender Price represents an attractive premium of approximately 10% to the closing price of the Class A Shares on March 31, 2025, and an approximately 9% premium to the volume-weighted average price ("VWAP") of the Class A Shares for the ten trading days preceding the announcement of the Tender Offer. The total value of the Tender Offer, if fully taken up, is approximately $75.7 million. The Tender Offer is not a "take-over bid" under Canadian securities laws.

Shareholders who have questions with respect to the Tender Offer should contact Carson Proxy, information agent for the Tender Offer, at 1-800-530-5189 (North America Toll Free), 416-751-2066 (Local and Text), or by email at info@carsonproxy.com. Tender Offer materials will be available on the Company's SEDAR+ profile at www.sedarplus.ca.

The Plantro Tender Offer

The Tender Offer is open for acceptance by shareholders of the Company until 5:00 p.m. (Eastern Time) on April 11, 2025 (the "Expiry Time"), unless the Tender Offer is extended, varied or withdrawn. Plantro is making the Tender Offer to all shareholders of the Company (other than Class A Shares held by the Crown Investment Corporation of Saskatchewan or any other entity wholly-owned by the Province of Saskatchewan). If the Tender Offer is withdrawn, Plantro shall cause all Class A Shares delivered pursuant to the Tender Offer to be returned to shareholders. The Tender Offer is not subject to any financing condition and Plantro confirms that it has sufficient cash resources to pay for all Class A Shares subject to the Tender Offer.

If more than the maximum number of Class A Shares for which the Tender Offer is made are delivered in accordance with the Tender Offer and not withdrawn at the time of take up of the Class A Shares, the Class A Shares to be purchased from each depositing shareholder will be determined on a pro rata basis according to the number of Class A Shares delivered by each shareholder, disregarding fractions, by rounding down to the nearest whole number of Class A Shares.

The complete terms and conditions of the Tender Offer will be set out in an offer letter to shareholders, which will be publicly disclosed by way of a separate press release, as well as a form of letter of transmittal (the "Letter of Transmittal" and together with the offer letter to shareholders, the "Offer Documents") to be used to accept the Tender Offer. The Tender Offer is subject to certain conditions as set out in the Offer Documents which, unless waived, must be satisfied. In particular, the Offer Documents provide that each depositing shareholder whose Class A Shares are taken up and paid for will appoint representatives of Plantro as its nominees and proxy for the Company's annual meeting of shareholders to be held on May 13, 2025.

Plantro is relying on the exemption under section 9.2(4) of National Instrument 51-102 Continuous Disclosure Obligations to the circular requirements of applicable Canadian proxy solicitation laws. For further details, please see below under the heading "Information in Support of Public Broadcast Exemption Under Canadian Law". The Tender Offer is not a formal or exempt take-over bid under Canadian securities laws and regulations. In no event will Plantro (or its affiliates or associates) make any such purchases of Class A Shares that would result in Plantro, together with its affiliates and associates, beneficially owning or exercising control or direction over more than 15% of the outstanding Class A Shares upon completion of the Tender Offer.

Full details of the Tender Offer are included in the Offer Documents and will be available online on the Company's SEDAR+ profile at www.sedarplus.ca.

Reasons to Accept Plantro's Tender Offer:

(a) All-Cash Premium. Shareholders will receive liquidity at an attractive premium to the current trading price of the Class A Shares (a premium of approximately 10% to the closing price of the Class A Shares on March 31, 2025, and approximately a 9% premium to the VWAP of the Class A Shares on the TSX for the ten (10) trading days preceding the announcement of the Tender Offer).

(b) Limited Liquidity. Plantro believes that another liquidity event for shareholders is unlikely. There is persistent and extreme lack of trading volume and liquidity in the Class A Shares and the Tender Offer represents a unique opportunity for shareholders to receive liquidity at an attractive premium to the current trading price of the Class A Shares, in cash.

Background to the Tender Offer:

Plantro is making the Tender Offer to all shareholders of the Company (other than Class A Shares held by the Crown Investment Corporation of Saskatchewan or any other entity wholly-owned by the Province of Saskatchewan) following a recent unsuccessful attempt to open discussions with the board of directors (the "Board") and management of the Company, on issues that included Board refreshment and a potential strategic investment.

Plantro also considered acquiring Class A Shares in the market, but the extreme and persistent lack of liquidity in the stock, made this impossible. For example, on Friday, March 28, 2025, only 251 Class A shares traded on the TSX. This represents a meager $6,144 of value traded versus a market capitalization of almost $0.5 billion.

Plantro is drawn to ISC because it believes that ISC enjoys a durable competitive moat around its core offerings, which drive healthy cash flow and a strong balance sheet. Plantro remains hopeful that the Board will engage constructively with Plantro, and recommend in favour of the Tender Offer.

Plantro's Advisors

Plantro has engaged Goodmans LLP as its legal advisor, Carson Proxy as its information agent, Odyssey Trust Company as depositary, and Gagnier Communications as its strategic communications advisor.

About Plantro

Plantro is a privately-held company, with an established track record of making successful investments in undervalued and high quality legal, financial, and information services businesses.

Shareholder Questions

Shareholders who have questions with respect to the Tender Offer, or who need assistance in depositing their Class A Shares, please contact the depositary and information agent for the Tender Offer: Depositary: Odyssey Trust Company

Toll Free (US & Canada): 1-888-290-1175 Calls (All Regions): 587-885-0960 Email: corp.actions@odysseytrust.com

Information Agent: Carson Proxy

North America Toll Free: 1-800-530-5189 Local and Text: 416-751-2066 Email: info@carsonproxy.com

Information in Support of Public Broadcast Exemption Under Canadian Law

Plantro is relying on the exemption under section 9.2(4) of National Instrument 51-102 Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Plantro, and not by or on behalf of management of ISC. The information agent will receive a fee of up to $250,000 for its services as information agent under the Tender Offer, plus ancillary payments and disbursements. Based upon publicly available information, ISC's registered and head office is located at 300 10 Research Drive, Regina, Saskatchewan, S4S 7J7, Canada. Plantro is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian securities laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by representatives of Plantro. All costs incurred for such solicitation will be borne by Plantro.

A registered shareholder who has given a proxy under the terms of the Letter of Transmittal may, prior to its Class A Shares being taken up and paid for under the Tender Offer, revoke the proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of ISC at least 48 hours, exclusive of Saturdays, Sundays, and holidays, preceding the date of the meeting or an adjournment or postponement thereof, or with the Chair of the meeting on the day of the meeting, or in any other manner permitted by law, provided that, in each circumstance, a copy of such revocation has been delivered to the depositary, at its principal office in Toronto, Ontario, Canada prior to the Class A Shares relating to such proxy having been taken up and paid for under the Tender Offer.

A non-registered shareholder may revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered shareholder by its intermediary. Non-registered shareholders should contact their broker for assistance in ensuring that forms of proxies or voting instructions previously given to an intermediary are properly revoked.

None of Plantro nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of ISC's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect ISC or any of its subsidiaries. None of Plantro nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming shareholders' meeting, other than as set out herein.

Cautionary Statement Regarding Forward-Looking Information

This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws. Specifically, certain statements contained in this press release, including without limitation statements regarding the Tender Offer, taking up and paying for Class A Shares deposited under the Tender Offer, Plantro's assessment of the consequences of what it believes to be governance failings at ISC, as well as Plantro's assessment of ISC's future prospects, contain "forward-looking information" and are prospective in nature. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as "plans", "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.

Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information.

Although Plantro believes that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to the Company) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Company's operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, that there will be no unplanned material changes to the Company's operations, and that the Company's public disclosure record is accurate in all material respects and is not misleading (including by omission).

Plantro cautions that the foregoing list of material factors and assumptions is not exhaustive. While these factors and assumptions are considered by Plantro to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Many of these assumptions are based on factors and events that are not within the control of Plantro and there is no assurance that they will prove correct.

Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by the Company in respect of the Tender Offer, the content of subsequent public disclosures by the Company, the failure to satisfy the conditions to the Tender Offer, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward- looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although Plantro has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to Plantro or that Plantro presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

Statements containing forward-looking information in this press release are based on Plantro's beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Plantro disclaims any obligation to do so, except as required by applicable law. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

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