/NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH U.S. NEWSWIRE SERVICES/
TORONTO, April 25, 2013 /CNW/ - Angoss Software Corporation ("Angoss") (TSX-V: ANC) is pleased to announce the completion of its previously announced plan of arrangement (the "Arrangement") involving Angoss, Peterson Partners, Inc. ("Peterson Partners"), and a wholly-owned subsidiary of Peterson Partners ("Peterson Sub"), whereby, among other things, Peterson Sub has acquired all of the issued and outstanding common shares of Angoss (the "Shares") not owned by Martin Galligan or his associates for $0.525 per Share in cash. The Arrangement was approved by special resolution of Angoss' shareholders and warrantholders at Angoss' annual and special meeting of shareholders held on April 16, 2013. The final court order approving the Arrangement was obtained on April 19, 2013.
The Shares are being halted from trading pending delisting from the TSX Venture Exchange, which is expected to occur on or about April 29, 2013. In addition, Angoss intends to make the required filings with the relevant Canadian securities regulatory authorities in order for Angoss to cease to be a reporting issuer in the Canadian provinces in which it is currently a reporting issuer.
Registered shareholders and warrantholders of Angoss who have not yet sent fully completed letters of transmittal, accompanied by original Share and/or warrant certificates, to the depositary, Computershare Investor Services Inc. ("Computershare"), are reminded that they should do so promptly in order to receive the cash consideration under the terms described in Angoss' management information circular dated March 18, 2013 (the "Circular"). The Circular and the letters of transmittal are available under Angoss' profile on SEDAR at www.sedar.com. Holders of Class A Preferred Shares, Series 2 in the capital of Angoss ("Series 2 Shares") need not take any action to receive the cash consideration payable on the redemption of their Series 2 Shares, which will be paid by way of cheque(s) mailed by Computershare.
Non-registered holders of Shares whose Shares were registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for instructions and assistance in depositing such Shares and arranging for payment of the cash consideration.
This news release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the securities described herein in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States or to U.S. persons except in compliance with the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws or pursuant to an exemption therefrom.
About Angoss Software Corporation
Angoss is a global leader in delivering predictive analytics to businesses looking to improve performance across sales, marketing and risk. With a suite of desktop, client-server and big data analytics software products and cloud solutions, Angoss delivers powerful approaches to turn information into actionable business decisions and competitive advantage. Angoss software products and solutions are user-friendly and agile, making predictive analytics accessible and easy to use. Many of the world's leading financial services, insurance, retail, health care and information communication and technology organizations use Angoss predictive analytics software products and solutions to grow revenue, increase sales productivity and improve marketing effectiveness while reducing risk and cost. Headquartered in Toronto, Canada, Angoss has offices in the United States and United Kingdom. For more information, visit www.angoss.com.
This press release includes forward-looking statements within the meaning of applicable securities laws. Forward-looking statements relate to analyses and other information that are based on management's forecasts of future results, operations, and transactions, and on estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to strategies, expectations, planned operations and corporate transactions, or future actions. Forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "preliminary", "project", "will", "would", and similar terms and phrases, including references to assumptions.
Forward-looking statements, by their nature, are based on assumptions, including those described herein, and are subject to important risks and uncertainties. Forward-looking statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors, including without limitation: that the sale of our products and services involves a long sales cycle; that the economic environment and business conditions will remain difficult to predict; the risk of competition in our target markets; the risk that we may not respond adequately to evolving technologies; the risk that we or our customers may have difficulties in introducing our products or services; the risk that we will encounter difficulties in continuing to offer services; the risk of conducting our operations in a variety of international locations; the costs that we may incur as a result of litigation against us; the risk of future capital needs and uncertainty of additional financing; the need for us to manage our planned growth and expansion; the risk of the effects of product development and need for continued technological change; the risk related to protection of proprietary rights; the effect of government regulation and compliance on us and the industry in which we operate; network security risks; the risk related to our ability to maintain properly working systems; the risk of reliance on key personnel; the risk of volatile securities markets impacting security pricing unrelated to operating performance; and the risk that proposed transactions will not be completed as planned, as well as the factors identified throughout this news release and those identified in section entitled "Risks" of our management's discussion and analysis filed on www.sedar.com. The forward-looking statements contained in this news release represent our expectations as of the date of this news release (or as of the date they are otherwise stated to be made), and are subject to change after such date. However, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
Note: Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: ANGOSS Software Corporation
For further information:
Chief Financial Officer