TORONTO, Oct. 11,
2024 /CNW/ - Pluribus Technologies Corp. (TSXV: PLRB)
("Pluribus" or the "Company") is pleased to announce
the closing of the sale (the "Transaction") of all of the
issued and outstanding fully-diluted shares of its wholly-owned
subsidiaries, POWR Inc., Assured Software Ltd. and Pluribus
Technologies Limited (which includes its wholly-owned subsidiaries,
Rowanwood Professional Services Limited ("Rowanwood") and
Cranham Haig Limited) (collectively, the "Target
Companies"), for an aggregate purchase price of C$17,000,000, payable in cash (the "Purchase
Price"), on a cash-free, debt-free basis and subject to a
working capital adjustment, and deductions for closing income tax
payable, transaction expenses, and holdbacks, where applicable (the
"Closing Payment"). The sale was executed pursuant to the
terms of a share purchase agreement dated October 11, 2024, among holding companies jointly
held by Acorn Partners Inc. and Pender Growth Fund Inc., as buyers,
the Company, and Pluribus Technologies Canada Inc., as sellers, and
Acorn Partners Inc. and Pender Growth Fund Inc., as guarantors.
"The sale of these subsidiaries represents a meaningful step in
optimizing our portfolio and unlocking value for our shareholders,"
said Diane Pedreira, Chief Operating
Officer of Pluribus. "This transaction allows us to sharpen our
focus on our core assets, reduce debt, and strengthen our financial
foundation, in order to position Pluribus for long-term success. We
would also like to acknowledge the employees of these subsidiaries
for their hard work and contributions. Their efforts have been key
to the success of these businesses, and we wish them all the best
in the next phase of their journey."
The Purchase Price was payable to the Company in cash on the
closing, subject to (i) a working capital holdback of C$500,000, (ii) an indemnification holdback in
the amount of C$250,000, (iii) a
performance holdback in the amount of C$1,800,000, and (iv) applicable deductions for
indebtedness, closing income tax payable, transaction expenses and
an estimated working capital adjustment. In connection with the
previous acquisition of Rowanwood in May
2022, an aggregate of £210,264.06 is expected to be paid
from the Company to certain former shareholders of Rowanwood.
Upon closing of the Transaction, the Company paid to National
Bank of Canada ("National
Bank") from the Closing Payment, a total of C$9,049,000 pursuant to the terms of the
previously-announced forbearance agreement dated January 18, 2024, as amended, between the Company
and National Bank, relating to the secured credit agreement dated
April 27, 2022, as amended, among the
Company, certain of its subsidiaries and National Bank.
The Transaction was completed pursuant to the Company's
previously-announced strategic review process, involving a review
and evaluation of strategic alternatives that may be available to
the Company to further enhance the Company's growth, development
and prosperity in the short and long terms. The Company will
continue its strategic review process following the Transaction
with the goal of further maximizing shareholder value.
Canaccord Genuity Corp. acted as financial advisor to the
Company in connection with the Transaction.
Board of Director Changes
The Company also announces the retirement of Mr. Bill Kostenko and that he is stepping down from
the board of directors of the Company. The Company extends its
gratitude to Mr. Kostenko for his valuable contributions and
dedicated service to the Company and wishes him well with all of
his future endeavours. At this time the Company has not replaced
Mr. Kostenko and will look for a suitable replacement in the
future.
About Pluribus Technologies Corp.
Pluribus is a technology company that is a value-based acquirer,
operator, and divestor of small, profitable business-to-business
technology companies in a range of verticals and industries.
Pluribus provides its acquisitions access to experienced sales and
marketing resources, strategic partnership opportunities, a diverse
portfolio of customers in different geographical markets, and
enabling technologies to create new revenue streams and drive
growth. When market conditions are conducive to raising capital at
reasonable costs, Pluribus focuses on rapidly acquiring and
integrating new companies to accelerate growth. In less favorable
environments, Pluribus implements strategies to maximize organic
growth, increase cash flow, and selectively divest portfolio
companies to optimize value. For more information, please visit:
pluribustechnologies.com.
Forward-Looking Information
Certain information in this press release constitutes
forward-looking statements under applicable securities laws. Any
statements that are contained in this press release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking information in this press release
includes, but is not limited to, statements with respect to future
payments due to the Company in connection with the Transaction, the
Company's expectation on the growth, profitability and performance
of its portfolio companies, the Company's ability to acquire
business-to-business technology companies in the future, the
Company's ability to grow and increase the value of its portfolio
companies, the Company's ability to achieve a positive return on
invested capital in the future and the Company achieving additional
transactions as a result of its strategic review process and
whether such transaction is positive. Forward-looking statements
are often identified by terms such as "may", "should",
"anticipate", "expect", "potential", "believe", "intend" or
negatives of these terms and similar expressions.
All such forward-looking statements are subject to important
risk factors and uncertainties, many of which are beyond the
Company's ability to control or predict. Forward-looking statements
are based on certain assumptions, including the Company's ability
to manage a complex portfolio of companies
effectively; and the Company's ability to raise
sufficient financing to continue its acquisition strategy. Other
assumptions include industry trends, the availability of growth
opportunities, and that general business, economic, competitive,
political, regulatory and social uncertainties will not prevent the
Company from conducting its business. While the Company considers
these assumptions to be reasonable based on information currently
available, they are inherently subject to significant business,
economic and competitive uncertainties and contingencies and they
may prove to be incorrect. Forward-looking information speaks only
to such assumptions as of the date of this press release.
Readers are cautioned that the foregoing is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ from those anticipated.
Forward-looking statements are not guarantees of future
performance. The purpose of forward-looking information is to
provide the reader with a description of management's expectations,
and such forward-looking information may not be appropriate for any
other purpose. Except as required by law, the Company disclaims any
obligation to update or revise any forward-looking statements,
whether as a result of new information, events or otherwise.
Forward-looking statements contained in this press release are
expressly qualified by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
Contact:
Diane Pedreira
Chief Operating Officer
Pluribus Technologies Corp.
1 (800) 851-9383
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SOURCE Pluribus Technologies Corp.