IBEX Technologies Signs Definitive Agreement for Sale of the Company for $1.45 Cash Per Share

MONTREAL, Feb. 12, 2024 (GLOBE NEWSWIRE) -- IBEX Technologies Inc. (“IBEX” or the “Company”) (TSX Venture: IBT) is pleased to announce that it has entered into a binding acquisition agreement dated February 9, 2024 (the “Acquisition Agreement”) and related agreements with 15720273 Canada Inc. (the “Purchaser”), a newly-incorporated, wholly-owned subsidiary of BBI Solutions OEM Limited (“BBI”), whereby BBI will acquire all of the issued and outstanding shares of IBEX at a price of $1.45 per share in cash. The transaction will be effected by way of an amalgamation of IBEX and the Purchaser under the Canada Business Corporations Act (the “Amalgamation”) to form an amalgamated corporation (“Amalco”). Under the Amalgamation, each issued and outstanding common share of IBEX will be exchanged for one redeemable preferred share of Amalco, which will immediately be redeemed for $1.45 cash per share. The total consideration is approximately $37.9 million.

The purchase price of $1.45 per share represents a 29.5% premium to the $1.12 closing price of IBEX’s common shares on the TSX Venture Exchange on February 9, 2024, the last closing price prior to the signing of the Acquisition Agreement, and a 28.3% premium to the volume-weighted average trading price of $1.13 of IBEX’s common shares on the TSX Venture Exchange for the 30 trading days ended February 9, 2024.

“The Board of Directors of IBEX believes that this transaction will benefit all IBEX stakeholders. We are extremely pleased that IBEX will join the BBI family,” said Paul Baehr, Chairman, President and Chief Executive Officer of IBEX. “In particular, we look forward to additional development projects for IBEX and its Canadian partners,” Mr. Baehr added.

“We are delighted to welcome IBEX’s employees to BBI and to add its enzymes to our fast-growing portfolio of recombinant proteins. We look forward to drawing on IBEX’s considerable expertise and know-how as we combine our teams to the benefit of our customers around the world,” said Mario Gualano, Chief Executive Officer of BBI.

Annual and Special Meeting of Shareholders

IBEX has called an Annual and Special Meeting of shareholders (the “Meeting”) to be held in Montreal, Québec on April 3, 2024, to vote on the Amalgamation. The Amalgamation is subject to approval by at least two-thirds of the votes cast by IBEX shareholders present in person or represented by proxy and entitled to vote at the Meeting. IBEX will prepare and file a detailed Management Information Circular shortly after the record date of February 22, 2024 for the Meeting. Subject to shareholders approving the Amalgamation, the Amalgamation is expected to take effect shortly after the Meeting. Upon completion of the Amalgamation, shareholders will cease to hold shares of IBEX and IBEX will be delisted from the TSX Venture Exchange.