N. Harris Computer Corporation (NHC) entered into an arrangement agreement to acquire NexJ Systems Inc. (TSX:NXJ) for CAD 12.1 million on August 26, 2022. Under the terms of the arrangement agreement, each NexJ shareholder will receive cash consideration of CAD 0.55. In connection with the proposed acquisition by Harris (refer to note 2(c)), the Company, NexJ Health Inc., and NexJ Health Holdings Inc. entered into a share transfer and amendment of separation agreement whereby on closing of the acquisition the Company will be released from certain non-competition and customer non-solicitation covenants in exchange for the release of NexJ Health Holdings Inc. from certain non-competition and customer non-solicitation covenants, surrender of certain of its shares and release of the remaining balance of CAD 178 owing to the Company. NexJ is subject to non-solicitation provisions and in certain circumstances, the Board may terminate the Arrangement Agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee of CAD 800,000. NexJ's Board of Directors established a special committee of independent directors comprised of E. Scott Beattie (Chair), William F. Morris and David Yach, to consider the transaction.

The completion of the transaction will also be subject to customary regulatory, obtaining required court, Dissent Rights shall not have been validly exercised, and not withdrawn or deemed to have been withdrawn, in respect of more than 5% of the outstanding Common Shares held by NexJ Shareholders, The necessary conditional approvals or equivalent approvals, as the case may be, of the TSX will have been obtained and other approvals and satisfaction of closing conditions customary for a transaction of this nature. The Board, after receiving financial and legal advice, and following receipt of the Fairness Opinion and the unanimous recommendation of the Special Committee, has unanimously determined that the transaction is in the best interests of NexJ and is unanimously recommending that NexJ Shareholders vote in favour of the transaction. It is anticipated that the Special Meeting will be held in October 2022. The shareholders meeting of NexJ is scheduled on November 2, 2022. Following closing of the transaction, the NexJ Shares would be delisted from the TSX. The transaction has been approved by the shareholders of NexJ on November 2, 2022. The Transaction is expected to close in the fourth quarter of 2022. As of October 28, 2022, the transaction is expected to close in November 2022.

INFOR Financial Inc. acted as financial advisor and provided the Fairness Opinion in connection with the transaction to the special committee of NexJ. Chris Hewat and Jeremy Ozier of Blake, Cassels & Graydon LLP acting as counsels to NexJ. Jake Bullen, Alex Iliopoulos, Nicola Geary, Stacey Weltman, Zahra Nurmohamed, Tera Li Parizeau, Chandimal Nicholas, Christie Bates, Jennifer Wasylyk, Laurie Jessome, Alessandra Fusco, Lara Jackson, Genalyn Urquico and Steven Adler of Cassels Brock & Blackwell LLP acting as counsels to NHC. Computershare Trust Company of Canada acted as depository to NexJ.

N. Harris Computer Corporation (NHC) completed the acquisition of NexJ Systems Inc. (TSX:NXJ) on November 10, 2022. Delisting of the NexJ shares from the Toronto Stock Exchange is expected to occur shortly, and NexJ will apply to all applicable Canadian securities regulatory authorities to cease to be a reporting issuer.