IBEX Technologies Signs Definitive Agreement for Sale of the Company for $1.45 Cash Per Share - Seite 2

The Board of Directors of IBEX, after consultation with its financial and legal advisors, has unanimously approved entering into the Acquisition Agreement. In doing so, the Board of Directors determined that the Amalgamation is fair to the shareholders of IBEX and in the best interests of IBEX, and authorized the submission of the Amalgamation to shareholders for their approval at the Meeting.

In making its determination, the Board of Directors considered, among other things, an opinion from Fort Capital Partners to the effect that, as of February 9, 2024 and based upon and subject to the limitations, assumptions and qualifications contained therein, the consideration of $1.45 cash per share to be received by the shareholders in the Amalgamation is fair, from a financial point of view, to the shareholders. The Board of Directors unanimously recommends that shareholders vote for the special resolution.

Support and Voting Agreements Representing 47.15% of Outstanding Shares

Paul Baehr, Chairman, President and Chief Executive Officer of IBEX, and all of IBEX’s other directors and senior officers, holding in the aggregate approximately 10.39% of IBEX’s outstanding shares, have entered into Support and Voting Agreements with the Purchaser under which they have each agreed irrevocably to support and vote their shares in favour of the Amalgamation. Under the Support and Voting Agreements, the directors and senior officers have agreed, among other things, not to take any action which may in any way adversely affect the success of the Amalgamation.

In addition, McLean Capital Inc. of Laval, Québec, and entities managed and advised by MILFAM LLC, holding in the aggregate approximately 36.76% of IBEX’s outstanding shares, have entered into similar Support and Voting Agreements with the Purchaser under which they have each agreed irrevocably to support and vote their shares in favour of the Amalgamation. As a result, shareholders holding in the aggregate approximately 47.15% of IBEX’s outstanding shares have entered into Support and Voting Agreements with the Purchaser.

The Acquisition Agreement contains deal-protection provisions in favour of IBEX and the Purchaser customary for a transaction of this kind. The Purchaser and IBEX are at arm’s-length. IBEX will file a copy of the Acquisition Agreement and related agreements on SEDAR+. In addition to shareholder approval, the Amalgamation is subject to IBEX obtaining required regulatory approvals and satisfaction of certain conditions set out in the Acquisition Agreement.