Tender Offer Amended to up to 9.9% of Class A Shares
Tender Offer Extended Until 5:00pm Eastern Time on June 3, 2025
ST. HELIER, Jersey, May 20, 2025 (GLOBE NEWSWIRE) -- Plantro Ltd. (“Plantro”) today announced that it is extending and amending its ongoing all-cash tender offer (the “Tender Offer”) to acquire class A limited voting shares (the “Class A Shares”) in the capital of Information Services Corporation (TSX: ISC) (“ISC” or the “Company”).
Pursuant to the terms of a third amended and restated offer document dated May 20, 2025 (the “Offer Document”), Plantro has increased the consideration under the Tender Offer to $30 per Class A Share, payable in cash (the “Tender Price”). Plantro has also extended the expiry date of the Tender Offer to 5:00pm (Eastern Time) on June 3, 2025, unless the Tender Offer is further varied, extended, or withdrawn in accordance with the terms of the Offer Document (the “Expiry Time”). The maximum number of Class A Shares to be purchased under the Tender Offer has been reduced to 1,398,887 Class A Shares, reflecting that, together with the 435,150 Class A Shares Plantro currently owns, the Tender Offer is for a maximum of 9.9% of ISC’s issued and outstanding Class A Shares.
Due in part to the extreme lack of trading liquidity of the Class A Shares, Plantro reduced the size of the Tender Offer and increased the Tender Price. The Tender Offer is an opportunity for shareholders weary of the ISC board of directors’ continued refusal to take actions to unlock value for shareholders, to realize full and fair value for their Class A Shares.
Plantro notes that the Tender Price of $30 is above the 12-month price target of $28 per Class A Share maintained by the sell-side analyst for ISC’s primary financial advisor and equals the 12-18 month price target provided by a sell-side analyst of the other major Canadian investment bank providing research coverage of the Company.
Finally, based on Plantro’s calculations, the Tender Price values the Company at approximately 20.3x Price to LTM EPS, 19.0x Enterprise Value to LTM Levered Free Cash Flow and 9.6x Enterprise Value to LTM EBITDAi.
Shareholders are urged to consider this attractive opportunity to receive certainty of value and all-cash consideration.
Shareholders of ISC who have already validly deposited and not withdrawn their Class A Shares are not required to take any further action to accept the Tender Offer and will be deemed to have deposited their Class A Shares at the increased Tender Price. No Class A Shares will be taken up and paid for by Plantro pursuant to the Tender Offer until after the Expiry Time.
Other than as set out herein, all other terms of the Tender Offer remain unchanged. Details of the Tender Offer, including instructions for tendering Class A Shares, are included in the Offer Document. The Offer Document and the third amended and restated letter of transmittal dated May 20, 2025 (together with the Offer Document, the “Offer Documents”) will be filed and made available on ISC’s SEDAR+ profile at www.sedarplus.ca. Shareholders of ISC should carefully read the Offer Documents prior to making a decision with respect to the Tender Offer.
About Plantro
Plantro is a privately held company, with an established track record of making successful investments in undervalued and high quality legal, financial, and information services businesses.
Shareholder Questions
Shareholders of ISC who have questions with respect to the Tender Offer, or who need assistance in depositing their Class A Shares, should please contact the depositary or the information agent for the Tender Offer at the contact details below:
Depositary: Odyssey Trust Company
Toll Free (US & Canada): 1-888-290-1175
Calls (All Regions): 587-885-0960
Email: corp.actions@odysseytrust.com
Information Agent: Carson Proxy
North America Toll Free: 1-800-530-5189
Local and Text: 416-751-2066
Email: info@carsonproxy.com
Cautionary Statement Regarding Forward-Looking Information
This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws. Specifically, certain statements contained in this press release, including without limitation statements regarding the Tender Offer, taking up and paying for Class A Shares deposited under the Tender Offer, and the expiry of the Tender Offer, contain “forward-looking information” and are prospective in nature. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.
Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information.
Although Plantro believes that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to the Company) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Company’s operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, that there will be no unplanned material changes to the Company’s operations, and that the Company’s public disclosure record is accurate in all material respects and is not misleading (including by omission).
Plantro cautions that the foregoing list of material factors and assumptions is not exhaustive. While these factors and assumptions are considered by Plantro to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Many of these assumptions are based on factors and events that are not within the control of Plantro and there is no assurance that they will prove correct.
Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by the Company in respect of the Tender Offer, the content of subsequent public disclosures by the Company, the failure to satisfy the conditions to the Tender Offer, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although Plantro has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to Plantro or that Plantro presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.
Statements containing forward-looking information in this press release are based on Plantro’s beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Plantro disclaims any obligation to do so, except as required by applicable law. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
Non-IFRS Measures
This press release makes reference to certain non-IFRS financial measures. These measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS financial measures by providing further understanding of the Company’s results of operations from the Company’s perspective as disclosed by the Company in its public disclosure. The Company’s definitions of non-IFRS measures may not be the same as the definitions for such measures used by other companies or investors in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS. Please refer to the Company’s public disclosure documents, which are available on the Company’s profile on SEDAR+ at www.sedarplus.ca for further details regarding its use of non-IFRS measures.
Media Contact: Gagnier Communications
Riyaz Lalani / Dan Gagnier
Email: Plantro@gagnierfc.com
i LTM is last twelve months to March 31, 2025. EPS equates to the sum of ISC’s Earnings per share, diluted for the past four quarters; Levered Free Cash Flow is equal to ISC’s Net cash flow provided by operating activities less: Additions to property, plant and equipment, Additions to intangible assets, Interest paid and Interest paid on lease obligations net of Interest received, and Principal repayments on lease obligations; EBITDA is equal to Net income before Depreciation and amortization, Net finance expense and Income tax expense.
