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Absolute Software Corporation — Delisting Announcement 2023
Jul 27, 2023
44958_rns_2023-07-27_bc613359-598a-4c3c-92bf-35c94f289483.pdf
Delisting Announcement
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Notice of Change in Corporate Structure Pursuant to Section 4.9 of National Instrument 51-102
Item 1 Names of the parties to the transaction
Absolute Software Corporation (the " Company ") and 1414364 B.C. LTD. (the " Purchaser ").
Item 2 Description of the transaction
On July 27, 2023, the Company completed the previously announced plan of arrangement under section 288 of the Business Corporations Act (British Columbia) with the Purchaser pursuant to which the Purchaser acquired all of the issued and outstanding common shares of the Company (the " Common Shares ") for US$11.50 in cash per Common Share.
The Common Shares will be de-listed from the Nasdaq Global Select Market on or about August 6, 2023 and from the Toronto Stock Exchange on or about August 1, 2023. The Company will apply to cease to be a reporting issuer under Canadian securities laws. The Company will also deregister the Common Shares under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended.
Item 3 Effective date of the transaction
July 27, 2023.
- Item 4 Names of each party, if any, that ceased to be a reporting issuer after the transaction and of each continuing entity.
The Company will apply to cease to be a reporting issuer under Canadian securities laws. The Company will also deregister the Common Shares under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended.
- Item 5 Date of the reporting issuer's first financial year-end subsequent to the transaction
Not applicable.
- Item 6 Periods, including comparative periods, if any, of the interim and annual financial statements required to be filed for the reporting issuer's first financial year subsequent to the transaction
Not applicable.
Item 7 Documents filed under NI 51-102 that describe the transaction and where they can be found in electronic format (if paragraph (a) or subparagraph (b)(ii) of section 4.9 applies)
Not applicable.
Dated July 27, 2023.