2014

Independent Proxy Advisory Firms ISS and Glass Lewis Recommend Softchoice Shareholders Vote in Favour of Arrangement Agreement

TORONTO, May 24, 2013 /PRNewswire/ - Softchoice Corporation (TSX: SO) today announced that Institutional Shareholder Services Inc. (ISS) and Glass Lewis & CO., two leading independent proxy research and advisory firms, have published reports recommending that their clients who are Softchoice shareholders vote in favour of the plan of arrangement ("the Arrangement") under which certain funds managed by Birch Hill Equity Partners ("Birch Hill") will indirectly acquire all of the issued and outstanding common shares of Softchoice for cash at a price of $20.00 per share (the "Transaction"), representing total equity value, on a fully diluted basis, of approximately $412 million.

"We believe that the Transaction is highly attractive to shareholders and are pleased that ISS and Glass Lewis agree," said Bill Linton, Chairman of the Softchoice Board.

As previously announced, the Board of Directors of Softchoice has unanimously recommended that the shareholders of Softchoice vote in favour of the Arrangement. As previously disclosed:

  • Offer price of $20.00 per share represents a 27 percent cash-adjusted premium over the volume-weighted average price of Softchoice common shares for the 30 trading days prior to the announcement of the proposed Arrangement and a 42 percent cash-adjusted premium over the volume-weighted average price of Softchoice common shares for the 60 days prior to the announcement of the proposed Arrangement;
  • All cash offer provides shareholders of Softchoice with liquidity and certainty of value for their shares;
  • In the opinion delivered by CIBC World Markets Inc., financial advisor to the Special Committee of Softchoice's Board of Directors, the offer of $20.00 per common share in connection with the Arrangement, is fair, from a financial point of view, to shareholders of Softchoice.

The meeting to consider the proposed Arrangement will take place in Dockside 1 Room at the Westin Harbour Castle Hotel located at 1 Harbour Square, Toronto, Ontario, M5J 1A6, on June 10, 2013 commencing at 10:00 a.m. (Toronto time). The Arrangement Resolution approving the Arrangement must be approved by at least two-thirds of the votes cast by shareholders represented in person or by proxy at the meeting and as otherwise required by law.

Shareholders can also vote online or by telephone and are encouraged to review the instructions in the Form of Proxy and Voting Instructions Forms. The deadline for submitting proxy forms is no later than 10:00 a.m. (Toronto time) on June 6, 2013.

Copies of the Notice of Special Meeting of Shareholders, Management Information Circular, and related documents have been filed on the System for Electronic Document Analysis and Retrieval (SEDAR) and are available for viewing on the website at www.sedar.com and on Softchoice's website at www.softchoice.com.

About Softchoice

As a leading North American provider of technology solutions and services, Softchoice combines the efficiency and reliability of a national IT supplier with the personal touch and technical expertise of a local solutions provider. Softchoice's holistic approach to technology includes solution design, implementation and asset management and cloud services, as well as access to one of the most comprehensive and cost-effective technology distribution networks in North America. With over 1,200 employees, Softchoice manages the technology needs of thousands of corporate and public sector organizations across the United States and Canada.

Softchoice stock is listed on the Toronto Stock Exchange (TSX) under the trading symbol "SO." The common shares of Softchoice are not registered under the U.S. Securities Act of 1933 and are not publicly traded in the United States.

Forward-Looking Information

This press release contains forward-looking statements that involve risks and uncertainties. These forward-looking statements relate to expectations, intentions and plans contained in this press release that are not historical fact. When used in this press release, the words "anticipate", "expect", "will" and similar expressions generally identify forward-looking statements. These statements reflect our current expectations and are subject to a number of risks and uncertainties including, but not limited to, change in technology and general market conditions, many of which are set out or incorporated by reference in Softchoice's latest Annual Information Form. Due to the many risks and uncertainties, Softchoice cannot assure that the forward-looking statements contained in this press release will be realized.

SOURCE Softchoice Corporation



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