ESW Capital, LLC Acquires Subordinate Voting Shares of Redknee Solutions Inc.
This press release is issued pursuant to Multilateral Instrument 62-104 – Take-Over Bids and Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Toronto, Canada, September 12, 2017 – ESW Capital, LLC (“ESW”), and its affiliate Wave Systems Investment Corp. (“Wave Systems”) announced today that pursuant to a private placement of Redknee Solutions Inc. (the “issuer”) which closed on September 12, 2017 (the “Closing Date”) Wave Systems acquired 44,604,981 subordinate voting shares in the capital of the issuer (“Subordinate Voting Shares”) at a price of CAD$0.63 per Subordinate Voting Shares, in accordance with the right previously granted to Wave Systems to maintain its pro rata interest in the issuer, for gross proceeds of approximately USD$23 million, the equivalent of approximately CAD$28 million (the “Subsequent Issuance”).
Prior to the Closing Date, ESW was the holder of 29,237,574 Subordinate Voting Shares, representing approximately 13.5% of the issued and outstanding Subordinate Voting Shares and Wave Systems Corp. (“Wave”) was the holder of subordinate voting share purchase warrants (each, a “Warrant”) exercisable into an aggregate of 48,785,582 Subordinate Voting Shares, representing approximately 29% of the issued and outstanding Subordinate Voting Shares.
Following closing of the Subsequent Issuance, ESW and its joint actors will own and control 73,842,555 Subordinate Voting Shares, representing approximately 28% of the total issued and outstanding Subordinate Voting Shares on a non-diluted basis and Warrants exercisable into 48,785,582 Subordinate Voting Shares, representing approximately 39.5% of the issued and outstanding Subordinate Voting Shares on a partially diluted basis; an increase in securityholding percentage of approximately 10.5%, calculated on a partially diluted basis.
The securities mentioned herein were acquired in accordance with the commercial and financial business objectives of ESW, Wave and Wave Systems, for the purpose of which the issuer stated in a press release dated September 6, 2017 was to fund a restructuring of the business of the issuer in furtherance of the previously announced strategic plan of the issuer. Except in connection with the transactions contemplated herein, ESW has not made any determinations with respect to its role in the future of the issuer and its business or with respect to future acquisitions of, ownership of, or control over, any additional securities of the issuer. ESW and/or its joint actors may in the future acquire additional securities of the issuer in the market or through private or other transactions, sell all or some portion of the securities of the issuer it controls or owns, or enter into derivative or other transactions with respect to its securities of the issuer.
The issuer is located at 2560 Matheson Blvd. East Mississauga, Ontario, L4W 4Y9, Canada. ESW is located at 401 Congress Avenue, Suite 2650, Austin, TX 78701, United States. A copy of the early warning report to which this news release relates can be obtained from Andrew Simon Price at +1 512 524-6149 or on the SEDAR profile of the issuer at www.sedar.com.
About ESW Capital, LLC
Based in Austin, Texas, the ESW Capital group (www.eswcapital.com) focuses on buying, strengthening, and growing mature business software companies. By taking advantage of its unique operating platform, ESW revitalizes its acquisitions for sustainable success while making customer satisfaction a top priority.
ESW has been in the enterprise software space since 1988, and the group includes notable brands such as Aurea, Ignite Technologies, Trilogy, and Versata. For more information, email email@example.com.