Absolute Announces Approval of Normal Course Issuer Bid
Up to 2,783,958 common shares to be purchased
Vancouver, Canada: January 23, 2013 – Absolute® Software Corporation (the “Company”) announced today that it is proceeding with a normal course issuer bid for up to 2,783,958 common shares of the Company (the “Bid”), representing approximately 10% of the public float of the Company. On January 4, 2013, the Company had 41,225,256 common shares outstanding. The Company has received approval from the TSX to commence this bid on January 25, 2013. Purchases will be made on the TSX and other Canadian marketplaces at the market price at the time of acquisition.
The Company’s previous normal course issuer bid expired on December 22, 2012, and under such bid the Company purchased and cancelled 3,044,700 of its common shares at a weighted average price of $4.71 per common share. The Company has purchased an aggregate of 11,108,420 shares at an average cost of $3.90 over four years pursuant to its normal course issuer bids. The Company’s new normal course issuer bid will terminate on January 24, 2014 or earlier if the number of shares sought in the Bid have been obtained. The Company reserves the right to terminate the bid earlier if it feels it is appropriate to do so.
The Company is commencing this normal course issuer bid because it believes that, from time to time, the market prices of its Common Shares may not fully reflect the underlying value of the Company’s business and its future business prospects. The Company believes that at such times the purchase of Common Shares would be in the best interests of the Company. Such purchases are expected to benefit all remaining shareholders by increasing their equity interest in the Company.
All shares will be purchased on the open market through the facilities of the TSX and other Canadian marketplaces, and payment for the shares will be in accordance with TSX policies. The price paid for the shares will be the market price at the time of purchase. Purchasing may be suspended at any time. No purchases will be made other than by means of open market transactions during the term of the normal course issuer bid. The maximum number of shares that may be purchased on a daily basis is 25,758 shares representing 25% of the average daily trading volume, except where purchases are made in accordance with “block purchases” exemptions under applicable TSX policies. The shares purchased by the Company will be cancelled.
The Company has engaged Cantor Fitzgerald to act as broker and to administer the Bid under an automatic share purchase plan on a blinded basis. In the event the automatic share purchase plan is suspended during the term of the Bid and any director, senior officer or other insider of the Company intends to sell any common shares during such period, the Company will suspend purchases under the Bid until such person’s sales are completed. However, sales by such persons through the facilities of the TSX may occur if the personal circumstances of any such person change or any such person makes a decision unrelated to these normal course purchases. The benefits to any such person whose shares are purchased would be the same as the benefits available to all other holders whose shares are purchased. To the knowledge of the Company, no director, senior officer or other insider of the Company currently intends to sell any common shares under the Bid.
Absolute empowers more than 12,000 customers worldwide to protect devices, data, applications, and users against theft or attack — both on and off the corporate network. With the industry’s only tamper-proof endpoint visibility and control solution, Absolute allows IT organizations to enforce asset management, security hygiene, and data compliance for today’s remote digital workforces. Absolute’s patented Persistence®technology is embedded in the firmware of Dell, HP, Lenovo, and 22 other leading manufacturers’ devices for vendor-agnostic coverage, tamper-proof resilience, and ease of deployment. See how it works atwww.absolute.comand follow us at@absolutecorp.
This press release contains forward-looking statements and financial outlook that involve risks and uncertainties. These forward-looking statements and financial outlook relate to, among other things, the expected performance, functionality and availability of the Company’s services and products, and other expectations, intentions and plans contained in this press release that are not historical facts. When used in this press release, the words “plan,” “expect,” “believe” and similar expressions generally identify forward-looking statements. These statements reflect the Company’s current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and general market conditions. In light of the many risks and uncertainties, readers of the press release should understand that Absolute cannot assure them that the forward-looking statements and financial outlook contained in this press release will be realized. Furthermore, the forward-looking statements and financial outlook contained in this press release are made as of the date hereof and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements and financial outlook, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.