Battery Ventures entered into an arrangement agreement to acquire TrueContext Corporation (TSXV:TCXT) for approximately CAD 140 million on March 12, 2024. Under the Arrangement Agreement, the Buyer will acquire the outstanding Shares of the Company, and each Shareholder will receive CAD 1.07 per Share. Upon completion of the transaction, TrueContext will become a privately held company. The transaction values the Company?s total equity at approximately CAD 150 million on a fully diluted basis. Following closing of the Transaction, the TrueContext shares will be delisted from the TSXV. The Company is subject to non-solicitation provisions which, in certain circumstances, allow the Board to terminate the Arrangement Agreement in favour of a superior proposal, subject to the payment of a termination fee of approximately CAD 6.3 million, in certain circumstances, and a right of the Buyer to match such superior proposal.

The transaction will be implemented by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). The transaction is subject to various regulatory and other approvals including approval by the shareholders of TrueContext, court approval and satisfaction of closing conditions customary for a transaction of this nature. The Special Committee comprised of independent directors of the Company unanimously recommended that the board of directors of the Company (the ?Board?) approve the Transaction. The Board unanimously approved the transaction and unanimously determined to recommend that the Shareholders vote in favour of the Transaction. Battery has entered into voting support agreements with certain Shareholders (collectively, the ?Supporting Shareholders?) and all of the directors and officers of the Company holding an aggregate of 76.4% of the outstanding Shares. It is anticipated that the Special Meeting will be held in early May 2024. As of May 8, 2024, TrueContext Corporation shareholdeers approved the transaction. The transaction is expected to close in the second quarter of 2024. It is expected final order by the Ontario Superior Court of Justice (Commercial List) (the ?Court?) to approve the Transaction will be heard on May 13, 2024. If the Court approval is obtained and the other conditions to the closing of the Transaction are satisfied or waived, the Transaction is expected to be completed on or about May 16, 2024.

Mike Lauzon, Andrew Pojani and Isaac Porter of Canaccord Genuity is acting as financial advisor and fairness opinion provider to the Special Committee formed by TrueContext. Blake, Cassels & Graydon LLP and LaBarge Weinstein LLP are acting as counsel to the Special Committee and the Company, respectively. CIBC Capital Markets is acting as financial advisor to Battery. Shahir Guindi and Alex Gorka of Osler, Hoskin & Harcourt LLP and Alfred Browne of Cooley LLP are acting as counsel to Battery. TSX Trust Company acted as depository to TrueContext.

Battery Ventures completed the acquisition of TrueContext Corporation (TSXV:TCXT) on May16, 2024.