Angoss Software Corporation

TSX VENTURE : ANC


Angoss Software Corporation

March 11, 2013 11:17 ET

Angoss Reaches Definitive Agreement to be Acquired by Peterson Partners, Inc.

TORONTO, ONTARIO--(Marketwire - March 11, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA OR THROUGH U.S. NEWSWIRE SERVICES

Angoss Software Corporation ("Angoss") (TSX VENTURE:ANC) is pleased to announce that it has executed a definitive arrangement agreement (the "Agreement") with Peterson Partners, Inc. ("Peterson Partners"), an arm's length party, in connection with the acquisition (the "Transaction") by an affiliate of Peterson Partners ("Acquireco") of all of the outstanding common shares of Angoss ("Common Shares"), as was first announced in a news release disseminated by Angoss on January 28, 2013.

Under the terms of the Agreement, the Transaction will be structured as a plan of arrangement. Pursuant to the Agreement, Peterson Partners has agreed: (i) to offer all holders of Common Shares ("Shareholders"), other than Martin Galligan, Angoss' President and Chief Executive Officer, $0.525 in cash for each outstanding Common Share, which represents a premium of approximately 42% to the closing price of the Common Shares on the TSX Venture Exchange on January 25, 2013 of $0.37, and a premium of approximately 94% to the 20-day weighted average trading price on the TSX Venture Exchange of $0.27 for the 20 trading days prior to the announcement of the Transaction on January 28, 2013; (ii) to offer all holders ("Warrantholders") of warrants ("Warrants"), other than Mr. Galligan, cash per Warrant in the amount of $0.525 less the exercise price therefor; (iii) that all outstanding stock options of Angoss other than those held by independent directors will be exchanged for stock options of Acquireco on substantially the same terms as the Angoss stock options previously held at the election of the holder; and (iv) to redeem all outstanding Class A preferred shares, Series 2 ("Series 2 Shares") of Angoss in accordance with their terms for a cash amount per Series 2 Share equal to the subscription price per Series 2 Share plus all cumulative unpaid dividends. All Common Shares held by Mr. Galligan, including those to be issued upon the deemed exercise of all Warrants held by Mr. Galligan immediately prior to the completion of the Transaction, will be exchanged for common shares in Acquireco, with the result that Mr. Galligan's economic interest in Acquireco will be approximately equivalent to his existing interest in Angoss.

In addition, the officers and directors of Angoss have entered into support agreements with Peterson Partners pursuant to which such persons have agreed, subject to certain conditions, to exercise the voting rights attached to their Common Shares and/or Warrants, as applicable, in favour of the Transaction.

Evans & Evans, Inc. has been engaged to act as financial advisor to Angoss to provide a fairness opinion in respect of the Transaction, which will opine as to whether, subject to any assumptions and limitations contained therein, the consideration to be received by securityholders of Angoss pursuant to the Transaction is fair, from a financial point of view, to such securityholders. Evans & Evans, Inc. will also be preparing a formal valuation of Angoss.

Angoss' board of directors (the "Board") has considered the Transaction and unanimously recommends that all Shareholders and Warrantholders ("Securityholders") vote in favour of the Transaction at an upcoming annual and special meeting of Securityholders, which will be held on or about April 16, 2013 to consider and vote on the Transaction, among other matters.

The Board notes that Peterson Partners' proposal represents a significant premium to the market price of the Common Shares immediately prior to the initial announcement of the Transaction, and that the cash consideration being offered will provide immediate liquidity and value for Securityholders. The Board also believes that the Transaction will strengthen Angoss' financial position going forward, allowing it to maintain strong relationships with its valued customers and employees.

Completion of the Transaction is subject to a number of conditions including, among others, (i) the approval of the Securityholders, (ii) court approval and (iii) regulatory and TSX Venture Exchange approval. The Transaction is expected to be completed on or around April 24, 2013.

A copy of the Agreement is available under Angoss' profile on www.sedar.com. A copy of the information circular to be mailed to securityholders of Angoss on or about March 26, 2013 will be available on www.sedar.com when mailed.

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.

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.

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