Absolute Announces Launch of Public Offering of Common Shares in the United States and Canada and Filing of an Application to List on Nasdaq
VANCOUVER, British Columbia—October 26, 2020— Absolute Software Corporation (“Absolute”; ABT.TO), a leader in Endpoint Resilience™ solutions, today announced the filing of a preliminary prospectus supplement (the “Supplement”) to its short form base shelf prospectus dated August 27, 2020 (the “Base Prospectus”) in connection with a proposed public offering (the “Offering”) of its common shares (“Common Shares”), and the filing of an application to list its Common Shares on the Nasdaq Global Select Market (“Nasdaq”) under the ticker “ABST”.
In connection with Absolute’s application to list on Nasdaq, Absolute will apply to change its trading symbol on the Toronto Stock Exchange (the “TSX”) to “ABST” to align with its symbol on Nasdaq. Trading of the Common Shares on Nasdaq is expected to commence following the pricing of the Offering. The Supplement and Base Shelf Prospectus were filed with each of the securities regulatory authorities in the provinces and territories of Canada, except Quebec. The Supplement and Base Prospectus were also filed with the United States Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-10, as it may be amended from time to time (the “Registration Statement”), in accordance with the Multijurisdictional Disclosure System established between Canada and the United States. Absolute intends to use the net proceeds of the Offering for general corporate purposes, including to fund ongoing operations, to fund growth initiatives, and/or for working capital requirements, as set out in the Supplement.
Needham & Company and Canaccord Genuity are acting as joint book-running managers and Raymond James is acting as passive book-running manager for the Offering. Absolute intends to grant to the underwriters a 30-day option to purchase up to an additional 15% of the number of Common Shares offered in the Offering. The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing. There can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to customary closing conditions.
The Registration Statement relating to the Common Shares has been filed with the SEC, but has not yet become effective. The Common Shares to be offered in the Offering may not be sold, and offers to buy these securities may not be accepted, prior to the time the Registration Statement becomes effective. The Supplement and the Base Prospectus contain important detailed information about the Offering. The Supplement and the Base Prospectus can be found under Absolute’s profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Copies of the Supplement and Base Prospectus may also be obtained from Absolute by email to [email protected], or you may request them from:
Needham & Company, LLC, Attention: Prospectus Department, 250 Park Avenue, 10th Floor, New York, NY 10177, by telephone at 800-903-3268;
Canaccord Genuity LLC, Attention: Syndicate Department, 99 High Street, 12th Floor, Boston MA 021990, by email at [email protected]; or
Raymond James & Associates, Inc., Attention: Equity Syndicate, 880 Carillon Parkway, St. Petersburg, FL 33716, by telephone at 800-248-8863, by email at [email protected].
Prospective investors should read the Supplement and Base Prospectus and the other documents Absolute has filed publicly with the securities regulatory authorities in Canada and the United States before making an investment decision.
No regulatory authority or stock exchange has either approved or disapproved the contents of this press release. This press release will not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of Common Shares, in any province, state, or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the applicable securities laws of any such province, state, or jurisdiction.
This press release contains certain forward-looking statements and forward-looking information (collectively, “forward-looking statements”) which relate to future events or Absolute’s future business, operations, and financial performance and condition. Forward-looking statements normally contain words like “will”, “intend”, “anticipate”, “could”, “should”, “may”, “might”, “expect”, “estimate”, “forecast”, “plan”, “potential”, “project”, “assume”, “contemplate”, “believe”, “shall”, “scheduled”, and similar terms and, within this press release, include, without limitation, statements regarding: the conduct of the Offering; the intended listing of the Common Shares on Nasdaq; the intended change of Absolute’s trading symbol on the TSX; the granting of the underwriters’ over-allotment option; and the anticipated use of proceeds from the Offering. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and allowing investors and others to get a better understanding of our anticipated financial position, results of operations, and operating environment. Readers are cautioned that such information may not be appropriate for other purposes.
Forward-looking statements are not guarantees of future performance, actions, or developments and are based on expectations, assumptions and other factors that management currently believes are relevant, reasonable, and appropriate in the circumstances. The material expectations, assumptions, and other factors used in developing the forward-looking statements set out herein include or relate to the following, without limitation: the Offering will be completed on favourable terms; Absolute will be successful in listing its Common Shares on Nasdaq; and the proceeds from the Offering, if any, will be utilized by Absolute as currently expected.
Although management believes that the forward-looking statements herein are reasonable, actual results could be substantially different due to the risks and uncertainties associated with and inherent to Absolute’s business, as more particularly described in the “Risk Factors” section of the Supplement and similar sections in Absolute’s most recently filed Management’s Discussion and Analysis, which are available under Absolute’s profile on www.sedar.com. Additional material risks and uncertainties applicable to the forward-looking statements herein include, without limitation: there being insufficient investor demand for the Offering; economic and market conditions not being conducive to the Offering on the timeline currently anticipated or at all; fluctuations in the market price of the Common Shares; risks related to the COVID-19 pandemic and its impact on Absolute, economic conditions, and global markets; the failure of Absolute and/or the underwriters to satisfy closing conditions to the Offering; the failure of Absolute to satisfy certain stock Nasdaq and/or TSX listing requirements; the failure of Absolute to use any of the proceeds received from the Offering in a manner consistent with current expectations; and other unforeseen events, developments, or factors causing any of the aforesaid expectations, assumptions, and other factors ultimately being inaccurate or irrelevant. Many of these factors are beyond the control of Absolute.
All forward-looking statements included in this press release are expressly qualified in their entirety by these cautionary statements. The forward-looking statements contained in this press release are made as at the date hereof and Absolute undertakes no obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.
About Absolute Software
Absolute Software (NASDAQ: ABST) (TSX: ABST) is the only provider of self-healing, intelligent security solutions. Embedded in more than 600 million devices, Absolute is the only platform offering a permanent digital connection that intelligently and dynamically applies visibility, control and self-healing capabilities to endpoints, applications, and network connections - helping customers to strengthen cyber resilience against the escalating threat of ransomware and malicious attacks. Trusted by 18,000 customers, G2 recognized Absolute as a leader for the eleventh consecutive quarter in the Fall 2022 Grid® Report for Endpoint Management and as a leader in the Grid Report for Zero Trust Networking.