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On June 11, 2024, Copperleaf Technologies Inc. (TSX:CPLF) (“Copperleaf“ or the “Company”) announced that it had entered into a definitive arrangement agreement with Industrial and Financial Systems, IFS AB (“IFS”) pursuant to which IFS will acquire all of the common shares (“Shares”) of Copperleaf for $12.00 cash per share (the “Consideration”), representing a total equity value of $1.0B on a fully diluted basis (the “Transaction”).

The Consideration represents premia of 18% to the closing price per Share immediately prior to announcement of the Transaction and 66% to the volume weighted average trading price over the prior 90 days.

As a leading global provider of AI-powered enterprise Asset Investment Planning and Management software, Copperleaf’s clients collectively manage trillions of dollars of both physical and digital assets and invest hundreds of millions of dollars every year, making major decisions on where and when to invest in their business. Copperleaf’s global reach extends to some of the world’s largest and most respected organizations in the electricity, natural gas, water, energy, pharmaceutical and transportation industries, where these customers utilize Copperleaf’s highly configurable software to optimize their investment decisions to realize the highest business value.

IFS is a global leader in enterprise software for Field Service Management, with strong positions within Enterprise Asset Management and Enterprise Service Management.

“This transaction is a great milestone in Copperleaf’s journey.” said Amos Michelson, Chair of Copperleaf. “It’s evidence of IFS’s belief in our organization and recognition of our success, and rewards our shareholders with attractive cash consideration, providing immediate value and liquidity for their shares.”

In connection with the Transaction, Amos Michelson, Judith Hess and PenderFund Capital Management (collectively representing over 37% of the issued and outstanding Shares on a partially diluted basis), have entered into voting and support agreements providing that they will vote their Shares in favour of the Transaction.

Fort Capital Partners provided an independent fairness opinion to the Special Committee of Copperleaf. BMO Capital Markets acted as financial advisor to Copperleaf, and Fasken acted as legal advisor to the Company.