Funds affiliated with Crosspoint Capital Partners, LP entered into an arrangement agreement to acquire Absolute Software Corporation (TSX:ABST) from Edenbrook Capital, LLC and others for approximately $650 million on May 10, 2023. Absolute shareholders will receive $11.50 per Common Share in cash on completion of the acquisition, corresponding to an enterprise value of approximately $870 million, inclusive of the debt. The cash consideration represents a premium of 34% and 38% to the closing price and 30-day volume-weighted average price, respectively, of the Common Shares on the Nasdaq on May 10, 2023. Crosspoint executed Equity Commitment Letter and Debt Commitment Letter for financing of the acquisition. The acquisition is to be carried out by way of a statutory court-approved plan of arrangement under the Business Corporations Act (British Columbia). Upon completion of the acquisition, the Common Shares will no longer be listed on any public market and Absolute Software will cease to be a reporting issuer under Canadian and U.S. securities laws. If the arrangement agreement is terminated under certain conditions, either Absolute Software or Crosspoint is required to pay a termination fee; in the case of Absolute Software, the termination fee is $19.0 million, and in the case of Crosspoint, the termination fee is $35.0 million. Edenbrook Capital, LLC, is a large shareholder of Absolute Software Corporation (?the Company? or ?Absolute?), with ownership of approximately 10.38% of the company. Edenbrook sent a letter to Dan Ryan, The Chairman of the Board, expressing Edenbrook?s strong belief that the terms of the Acquisition significantly undervalue Absolute Software Corporation.

The acquisition will require the approval of shareholders of Absolute Software and will be subject to court and regulatory approvals and clearances, the aggregate number of Absolute Shares held by Absolute Shareholders that have validly exercised Dissent Rights in connection with the Arrangement shall not exceed 10% of the number of Absolute Shares then outstanding, as well as other customary closing conditions. The acquisition was approved unanimously by Absolute Software Board. As of June 29, 2023, the securityholders of Absolute Software Corporation have approved the acquisition. As of July 4, 2023, the Supreme Court of British Columbia issued a final order approving the plan of arrangement. The Arrangement remains subject to customary closing conditions, including approval under Australia?s Foreign Acquisitions and Takeovers Act 1975 (the ?FATA?). As per filling on July 12, 2023, Crosspoint Capital obtained a no objection notification under Australia?s Foreign Acquisitions and Takeovers Act 1975 in connection with the previously announced acquisition of all of the outstanding shares of Absolute Software Corporation. The acquisition is expected to be completed during the second half of 2023. As per filling on July 12, 2023, the transaction is expected to close later this month.

Perella Weinberg Partners is serving as Absolute?s financial advisor in connection with the acquisition, with Raymond James Ltd. also providing financial advice to the Special Committee. The Company's legal advisors in connection with the Acquisition are Steve Tonsfeldt and Rishab Kumar of Cooley LLP and Steven McKoen of Blake, Cassels & Graydon, LLP. Thomas Holden of Ropes & Gray and David Tardif and Olivier Godbout of Stikeman Elliott acted as legal advisors and Barclays acted as financial advisor to Crosspoint. Perella Weinberg Partners LP and Raymond James Ltd. acted as fairness opinion providers to special committee. Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisor to Absolute Software Corporation. Borden Ladner Gervais LLP acted as Canadian counsel to the lender that will finance the Crosspoint in the transaction.

Funds affiliated with Crosspoint Capital Partners, LP completed the acquisition of Absolute Software Corporation (TSX:ABST) from Edenbrook Capital, LLC and others on July 27, 2023. As a result of the completion of the acquisition, Absolute?s common shares will be delisted from the Toronto Stock Exchange on or about August 1, 2023 and the Nasdaq Global Select Market on or about August 6, 2023.