Plantro Ltd. Announces Amendments to Terms and Extension to Premium All-Cash Tender Offer to Acquire up to 15% of Class A Limited Voting Shares of Information Services Corporation

• Tender Offer expiry extended to April 28, 2025 to allow shareholders more time to consider the Tender Offer
• Amendments and extension, which will benefit ISC shareholders, following constructive engagement with the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission

/EIN News/ -- ST. MICHAEL, Barbados, April 08, 2025 (GLOBE NEWSWIRE) -- Plantro Ltd. (“Plantro”) today announced amendments to the terms of, and an extension of, its offer to acquire up to 2,777,342 Class A Limited Voting Shares (the “Class A Shares”) in the capital of Information Services Corporation (TSX: ISC) (“ISC” or the “Company”), (the “Tender Offer”) at a price of $27.25 per Class A Share, payable in cash (the “Tender Price”). The amendments and extension, which will benefit ISC shareholders, were made following constructive engagement with the Financial and Consumer Affairs Authority of Saskatchewan and the Ontario Securities Commission.

Plantro continues to believe the Tender Offer is an opportunity for ISC shareholders to receive an attractive premium, amid volatile markets, for a highly illiquid stock. Plantro was surprised and disappointed at the aggressive and hyperbolic posture adopted by ISC’s board of directors (the “ISC Board”) in response to the Tender Offer. Plantro has made repeated requests to meet with the Chair, other members of the ISC Board and management. However, the ISC Chair, Board and management have not responded, opting instead to have their legal counsel issue hostile letters to Plantro explicitly stating that ISC has rejected the opportunity to meet.

Plantro respectfully urges the ISC Board to reconsider its current approach, particularly regarding personal attacks and mischaracterizations. For example, ISC referenced Dye & Durham, an unrelated company to this matter, in which both Plantro and ISC were shareholders in 2015. At that time, ISC acquired a 30% stake in Dye & Durham for $3.3 million. If ISC had the business acumen and foresight to hold onto and maintain this 30% investment until Dye & Durham’s most recent annual meeting of shareholders, the value of that stake at that time would have exceeded ISC's entire unaffected market capitalization of approximately $450 million.

In light of the changes made to the Tender Offer for the benefit of ISC shareholders, Plantro strongly encourages the ISC Board to reconsider its recommendation to shareholders.

Important Amendments for ISC Shareholders

The terms of the Tender Offer and related Letter of Transmittal are amended as follows:

• Extended Tender Offer Period - The Tender Offer is now open for acceptance by shareholders of the Company until 5:00 p.m. (Eastern Time) on April 28, 2025 (the “Expiry Time”), unless the Tender Offer is further extended, varied or withdrawn.
  
• Tender Offer Made to All Shareholders - Plantro is making the Tender Offer to all shareholders of the Company, including shareholders who were not holders of record on March 13, 2025 and the Crown Investment Corporation of Saskatchewan.
  
• No Longer Acquiring Shares on a First Come First Serve Basis - Plantro will only take up and pay for Class A Shares that are deposited pursuant to the Tender Offer as at the Expiry Time, and not on a “first come, first served” and/or “rolling” basis. As a result, if more than the maximum number of Class A Shares for which the Tender Offer is made are delivered in accordance with the Tender Offer and not withdrawn at the time of take up of the Class A Shares, the Class A Shares to be purchased from each depositing shareholder will be determined on a pro rata basis according to the number of Class A Shares delivered by each shareholder, disregarding fractions, by rounding down to the nearest whole number of Class A Shares.
  
• Shareholders Have the Right to Opt Out of Voting Tender - Plantro has further amended the Tender Offer to allow Class A Shareholders of record on March 13, 2025, to opt out of appointing representatives of Plantro as their nominees and proxy in respect of such shares owned by a shareholder that are not deposited pursuant to the Tender Offer and ultimately taken up and paid for. For clarity, such opt out right will not apply to Class A Shares of record on March 13, 2025, which are deposited pursuant to the Tender Offer and ultimately taken up and paid for, and the holder of such shares will be required to appoint representatives of Plantro as its nominees and proxy for the Company’s annual meeting of shareholders to be held on May 13, 2025 in respect of such shares.
  

Plantro is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to the circular requirements of applicable Canadian proxy solicitation laws. For further details, please see below under the heading “Information in Support of Public Broadcast Exemption Under Canadian Law”. The Tender Offer is not a formal or exempt take-over bid under Canadian securities laws and regulations. In no event will Plantro (or its affiliates or associates) make any such purchases of Class A Shares that would result in Plantro, together with its affiliates and associates, beneficially owning or exercising control or direction over more than 15% of the outstanding Class A Shares upon completion of the Tender Offer.

Full details of the Tender Offer are included in the Offer Documents and are available online on the Company’s SEDAR+ profile at www.sedarplus.ca.

Plantro’s Advisors

Plantro has engaged Goodmans LLP as its legal advisor, Carson Proxy as its information agent, Odyssey Trust Company as depositary, and Gagnier Communications as its strategic communications advisor.

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 who have questions with respect to the Tender Offer, or who need assistance in depositing their Class A Shares, please contact the depositary and information agent for the Tender Offer:

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

Information in Support of Public Broadcast Exemption Under Canadian Law

Plantro is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Plantro, and not by or on behalf of management of ISC. The information agent will receive a fee of up to $250,000 for its services as information agent under the Tender Offer, plus ancillary payments and disbursements. Based upon publicly available information, ISC’s registered and head office is located at 300 – 10 Research Drive, Regina, Saskatchewan, S4S 7J7, Canada. Plantro is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian securities laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by representatives of Plantro. All costs incurred for such solicitation will be borne by Plantro.

A registered shareholder who has given a proxy under the terms of the Letter of Transmittal may, prior to its Class A Shares being taken up and paid for under the Tender Offer, revoke the proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of ISC at least 48 hours, exclusive of Saturdays, Sundays, and holidays, preceding the date of the meeting or an adjournment or postponement thereof, or with the Chair of the meeting on the day of the meeting, or in any other manner permitted by law, provided that, in each circumstance, a copy of such revocation has been delivered to the depositary, at its principal office in Toronto, Ontario, Canada prior to the Class A Shares relating to such proxy having been taken up and paid for under the Tender Offer.

A non-registered shareholder may revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered shareholder by its intermediary. Non-registered shareholders should contact their broker for assistance in ensuring that forms of proxies or voting instructions previously given to an intermediary are properly revoked.

None of Plantro nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of ISC’s most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect ISC or any of its subsidiaries. None of Plantro nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming shareholders’ meeting, other than as set out herein.

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.

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