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    PATH   US22228P3029

COUNTERPATH CORPORATION

(PATH)
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Alianza, Inc. completed the acquisition of CounterPath Corporation from group of sellers.

03/01/2021 EDT

Alianza, Inc. entered into a non-binding offer to acquire CounterPath Corporation (TSX:PATH) from group of sellers for $25 million on November 11, 2020. The November term sheet was a non-binding offer by Alianza to acquire CounterPath for $25 million cash (on a cash-free, debt-free basis), implying an approximate offer of $3.49 per share of CounterPath common stock. On November 11, 2020 at a meeting of CounterPath's Board of Directors, the Board unanimously agreed it was in the best interest of CounterPath to enter into the non-binding November term sheet substantially in its current form. Alianza, Inc. entered into a definitive Agreement and Plan of Merger to acquire CounterPath Corporation (TSX:PATH) from group of sellers for $25.1 million on December 6, 2020. Alianza will pay $3.49 per share for each share of CounterPath. At the close of business on December 5, 2020, 6.44 million shares of Company Common Stock were issued and outstanding (of which none were subject to vesting restrictions pursuant to the Company Stock Plans); no shares of Company Common Stock were issued and held in treasury; no shares of Preferred Stock were issued and outstanding; 625,812 shares of Company Common Stock were issuable upon exercise of outstanding Company Stock Options and 761,081 shares of Company Common Stock were subject to outstanding Company Deferred Share Units. CounterPath Corporation will be a wholly owned subsidiary of Alianza. Alianza must pay CounterPath a termination fee of $1.5 million if the Merger Agreement is terminated solely due to Alianza's failure to pay the Merger Consideration in full by the End Date. CounterPath must pay Alianza a termination fee of $1.5 million. Rahim Rehmat will serve as the Vice President of Client Development and James O'Brien will serve as the Vice President Server Engineering, Operations & IT for CounterPath following completion of the Merger. The transaction is subject to customary closing conditions, including but not limited to (i) approval of the Merger Agreement by the holders of a majority of shares of common stock of CounterPath and by the holders of a majority of shares of common stock of CounterPath held by the minority stockholders as required by Multilateral Instrument 61- 101 Protection of Minority Security Holders in Special Transactions adopted by certain Canadian securities regulators, (ii) receipt of all necessary regulatory approvals, and (iii) there not being dissenting shares representing more than 4% of the outstanding shares of common stock of CounterPath. The transaction was unanimously approved by CounterPath's Board of Directors and the Boards of Directors of Alianza also approved the transaction. Certain stockholders of CounterPath, beneficially owning, in the aggregate, approximately 51.1% of the outstanding shares of common stock of CounterPath entered into a voting agreement, pursuant to which, among other things, such stockholders agreed to vote to approve the Merger Agreement and to take certain other actions in furtherance of the Transaction. To consider and vote on a proposal to approve the agreement and plan of merger CounterPath will hold a special meeting of stockholders on February 22, 2021. CounterPath formed a special committee for the transaction which comprised of independent Board members. On February 22, 2021, a special meeting was held and the stockholders of CounterPath approved the merger. The transaction is expected to close in the first quarter of 2021. Virgil Hlus of Clark Wilson LLP is acted as legal advisor to CounterPath. Evans & Evans, Inc. acted as financial advisor and fairness opinion provider to the Special Committee of the CounterPath Board. Alantra LLC acted as financial advisor and Marc Porter of Holland & Hart LLP and Fasken Martineau DuMoulin LLP acted as legal advisor to Alianza. Computershare Trust Company of Canada acted as registrar and transfer agent for CounterPath. CounterPath paid Evans & Evans an aggregate of $19,682.7(CAD $24,982.50) for its services in rendering the Opinion. Alianza, Inc. completed the acquisition of CounterPath Corporation (TSX:PATH) from group of sellers on March 1, 2021. CounterPath Chief Revenue Officer, Todd Carothers, will join Alianza executive team as Executive Vice President of Corporate Strategy, joining Justin Cooper, Executive Vice President Customer Success & Product, Kevin Dundon, Executive Vice President Sales & Marketing, and Clint Peck, Chief Technology Officer.


ę S&P Capital IQ 2021
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Managers and Directors
Brian Beutler Chief Executive Officer, President & Director
Terry Hedley Matthews Chairman
Michael Doyle Vice President-Technology
Jim OĺBrien Vice President-Operations & IT
Brian S. Smith Director
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