ISC Recommends Shareholders DO NOT TENDER to Plantro's Abusive and Coercive Mini-Tender
'Mini-tender' is structured for Plantro, an offshore entity, to potentially take effective control of ISC without paying shareholders a control premium
The Mini-tender deliberately sidesteps takeover bid rules and is both coercive and opportunistic
Plantro is reportedly controlled by Matthew Proud, the former CEO of Dye & Durham, a company which was recently marked by significant share price erosion and governance controversy
Offer of $27.25 per share undervalues ISC's business plan, falls well below equity research analysts' share price targets and attempts to take advantage of the current heightened volatility in the capital markets
ISC corrects misstatements and exposes material omissions in Plantro's disclosure
ISC will explore all options to protect shareholders from Plantro's opportunistic attempt at a backdoor power grab
Shareholders looking for information or support with voting their shares, can contact Kingsdale Advisors at (toll-free in North America), text or call or email
REGINA, Saskatchewan, April 06, 2025 (GLOBE NEWSWIRE) -- Information Services Corporation (TSX: ISC) ('ISC' or the 'Company') today cautioned shareholders NOT to tender their shares in response to a coercive mini-tender offer (the 'Mini-tender') from Plantro Ltd. ('Plantro'), an offshore entity reportedly controlled by Matthew Proud, the former CEO of Dye & Durham Limited ('Dye & Durham').
ISC's Board of Directors (the 'Board') formed a Special Committee of directors (the 'Special Committee') to review the Mini-tender. The Special Committee has concluded, with benefits of advice from its advisors, that the Mini-tender is an opportunistic and highly aggressive attempt to acquire up to 15% of ISC's Class A Limited Voting Shares while securing proxy control over the majority of the Company without paying shareholders a control premium or being subject to the regulatory safeguards of a formal takeover bid.
OPPORTUNISTIC OFFER DURING A PERIOD OF ELEVATED MARKET VOLATILITY
While Plantro claims to offer a premium at $27.25 per share, the real motive appears to be an opportunistic backdoor attempt to take effective control of the Board during a time of heightened market volatility. The Mini-tender documents provide that Plantro will gain proxy control of all shares tendered, even if Plantro only pays for and acquires far fewer shares. This allows Plantro to secure your voting rights for free.
This coercive tactic has drawn scrutiny from regulators in past cases and regulators have ruled in favour of the target of such tactics.
Worse, Plantro is also seeking proxy authority over other shares held in the same account or connected to the tendered shares, such as loaned shares. This goes beyond past precedents and allows Plantro to secure your voting rights without paying for them.
In the opinion of the Company, this is not in the best interests of shareholders and ISC will explore all options to protect shareholder rights and interests.
UNDERVALUES ISC'S BUSINESS
The Mini-tender offer of $27.25 per share undervalues ISC's business plan and upside potential. The Company is focused on executing on its plan to double its 2023 revenue and adjusted EBITDA basis by 2028 and believes this plan will deliver meaningful value to its shareholders. The Mini-tender offer of $27.25 per share is also well below the target share price of independent equity research analysts.
NOT A FORMAL BID
The Mini-tender structure intentionally circumvents Canada's takeover bid laws. It denies ISC shareholders critical rights and protections that would otherwise be mandatory under provincial securities laws. Here are some highlights of the Mini-tender's sidestepping of the takeover bid laws:
Avoids full and plain disclosure by Plantro
No liability for misrepresentation in the Mini-tender materials
No minimum tender conditions
No mandatory 10-day extension following take-up of shares
No mandatory 10-day extension should Plantro amend or vary the Mini-tender
Plantro can extend the Mini-tender without taking up any shares, does not require majority support from disinterested shareholders, and is not subject to a transparent take-up and payment timeline. This regulatory arbitrage leaves ISC shareholders without the protections they would expect in a formal bid.
LACK OF TRANSPARENCY & TROUBLING CONNECTIONS TO MATTHEW PROUD
The Mini-tender materials omit and misrepresent key facts and have not disclosed that Plantro is reportedly controlled by Matthew Proud, the former CEO of Dye & Durham. Dye & Durham, under Matthew Proud's leadership, (i) significantly underperformed its peers, ISC and the TSX index, and (ii) entered into a number of value-destructive acquisitions which elevated the company's financial leverage and resulted in the company requiring a public strategic review. Dye & Durham was recently subject to an activist approach from Engine Capital, which resulted in the full replacement of its board of directors and the departure of Matthew Proud as CEO. Plantro and/or Matthew Proud are not the right parties to lead or govern ISC.
Plantro also falsely asserts that it attempted to engage constructively with ISC's Board. Plantro's outreach occurred on March 31, 2025 via legal counsel. ISC responded the next day. However, Plantro launched its unsolicited and coercive Mini-tender the following day without further engaging with ISC, effectively undermining its own narrative of failed engagement.
MISLEADING RUSH
The timing of the Mini-tender is telling. With a short expiry of April 11, 2025, shareholders are being given less than 10 days to evaluate a complex and highly consequential transaction. ISC believes this timeline was selected specifically to precede the Company's April 14, 2025 deadline for submitting director nominations under its advance notice policy.
Given Plantro's stated desire to 'refresh' the Board, shareholders should expect an attempt to replace ISC directors using proxies gathered through the Mini-tender, even though Plantro has not disclosed this intention in its Mini-tender materials.
This sequence of events suggests a premeditated effort to destabilize ISC's governance by acquiring voting power without paying for control. To allow such an outcome would undermine market fairness, corporate accountability and investor protection.
SPECIAL COMMITTEE'S UNANIMOUS POSITION: DO NOT TENDER
ISC's Special Committee recommends that shareholders DO NOT TENDER their shares to Plantro's coercive Mini-Tender offer.
According to Plantro's Offer, shareholders who have already tendered their shares can withdraw those shares at any time prior to being paid for them by providing a written notice and following the procedure described in section 5 under the heading 'Withdrawal Rights' of Plantro's Offer to Purchase document filed on www.sedarplus.ca.
Shareholders looking for information are encouraged to contact ISC's strategic shareholder advisor Kingsdale Advisors, using one of the following channels:
QUESTIONS?
Toll-Free (North America): 1-800-485-6763
Text/Call: 437-561-4995
Email: contactus@kingsdaleadvisors.com
ADVISORS
ISC has engaged Kingsdale Advisors as its strategic shareholder and communications advisor, Stikeman Elliott LLP as its legal advisor and RBC Capital Markets as its financial advisor.
About ISC®
Headquartered in Canada, ISC is a leading provider of registry and information management services for public data and records. Throughout our history, we have delivered value to our clients by providing solutions to manage, secure and administer information through our Registry Operations, Services and Technology Solutions segments. ISC is focused on sustaining its core business while pursuing new growth opportunities. The Class A Shares of ISC trade on the Toronto Stock Exchange under the symbol ISC.
Cautionary Note Regarding Forward-Looking Information
This news release contains forward-looking information within the meaning of applicable Canadian securities laws including, without limitation, statements related to our future results, including revenue and adjusted EBITDA, and our future financial position and results of operations. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from the Company's plans or expectations include risks relating to changes in economic, market and business conditions, changes in technology and customers' demands and expectations, reliance on key customers and licences, dependence on key projects and clients, securing new business and fixed-price contracts, identification of viable growth opportunities, implementation of our growth strategy, competition, termination risks and other risks detailed from time to time in the filings made by the Company including those detailed in ISC's Annual Information Form for the year ended December 31, 2024 and ISC's Consolidated Financial Statements and Notes and Management's Discussion and Analysis for the fourth quarter and year ended December 31, 2024, copies of which are filed on SEDAR+ at www.sedarplus.ca.
The forward-looking information in this release is made as of the date hereof and, except as required under applicable securities laws, ISC assumes no obligation to update or revise such information to reflect new events or circumstances.
For more information:
Investor ContactJonathan HackshawSenior Director, Investor Relations & Capital MarketsToll Free: 1-855-341-8363 in North America or 1-306-798-1137investor.relations@isc.ca
Media ContactAquin GeorgeKingsdale Advisors1-416-644-4031ageorge@kingsdaleadvisors.com
Shareholder ContactKingsdale AdvisorsToll Free: 1-800-485-6763 in North America or 1-437-561-4995contactus@kingsdaleadvisors.comSign in to access your portfolio
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