Ms. Cheryl Salman reports

SOFTCHOICE CORPORATION ANNOUNCES FILING OF CIRCULAR AND RECEIPT OF INTERIM ORDER IN RELATION TO PROPOSED PLAN OF ARRANGEMENT WITH WORLD WIDE TECHNOLOGY

Softchoice Corp. has filed and is in the process of mailing its management information circular and related materials to shareholders in connection with its previously announced plan of arrangement involving the company, World Wide Technology Holding Co. LLC (WWT) and 2672989 Alberta ULC (the purchaser), an affiliate of WWT, pursuant to which, among other things, all of the issued and outstanding common shares in the capital of the company will be acquired by the purchaser for cash consideration of $24.50 per share. The circular and related materials can also be accessed at the company's website.

The special meeting of Softchoice's shareholders is to be held as a virtual-only meeting via live audio webcast on March 4, 2025, at 9 a.m. (Toronto time). The meeting can also be accessed via live webcast (case sensitive password: softchoice2025). Only holders of shares of record as of the close of business on Jan. 27, 2025, are entitled to receive notice of, attend, participate and vote at, the meeting. At the meeting, shareholders will be asked to pass a special resolution approving the arrangement.

The company also announced today that the Ontario Superior Court of Justice (Commercial List) has issued an interim order in connection with the arrangement, authorizing the calling and holding of the meeting and other matters related to the conduct of the meeting.

The board of directors of the company has unanimously determined that the arrangement is in the best interests of the company and is fair to the shareholders and, accordingly, the board unanimously recommends that the shareholders vote for the arrangement resolution.

Reasons for and benefits of the arrangement

• All-cash consideration providing certainty of value and liquidity. The all-cash consideration to be received by the shareholders pursuant to the arrangement, which is not subject to any financing condition, allows the shareholders to crystalize a favourable transaction multiple for all their shares, providing certainty of value and liquidity for their investment, while removing the volatility associated with owning securities of the company as an independent, publicly traded company as well as the risks and uncertainties and longer potential timeline for realizing value from the company's strategic plan or other possible strategic alternatives.
• Favourable multiple comparisons. The implied valuation multiple on the arrangement of 13.2 times on an enterprise value to adjusted earnings before interest, taxes, depreciation and amortization basis (based on the company's reported financial results for the trailing 12 months to Sept. 30, 2024), compares favourably with transactions in the software and technology sector, as well as the current trading value of the company's Canadian and other globally publicly listed peers and their corresponding implied multiples based on prevailing equity research analyst consensus estimates for both the company and its peers.
• Attractive premium to shareholders. The consideration to be received by shareholders represents a premium of approximately: (i) 14 per cent to the closing share price on Dec. 30, 2024, the last trading day prior to the announcement of the arrangement; and (ii) 19 per cent to the 90-day volume weighted average share price as of Dec. 30, 2024. In assessing these premiums, the special committee of independent directors of the company and the board also considered the fact that the shares had appreciated in price significantly over the short to medium term, increasing by approximately 39.5 per cent during the 52-week period prior to Dec. 30, 2024, and that recent trading prices reflected limited liquidity, representing values for a limited number of the shares rather than broader market demand. The board and the special committee also considered the prevailing risk that while the company's share price had recently traded at a higher multiple relative to certain comparable peers, the company's share price could revert to historical trading multiples relative to such peers. The consideration is also above the 52-week high closing price of the shares on the Toronto Stock Exchange as of Dec. 30, 2024, and represents a total shareholder return of approximately 62 per cent to the company's initial public offering price of $20.00, as adjusted for the company's historical dividend payments since its initial public offering and assuming reinvestment of such dividends into the company.
• Support of Softchoice directors, senior officers and major shareholder. Birch Hill Equity Partners Management Inc., together with certain funds managed by it, collectively, the company's largest shareholder, as well as all directors and certain senior officers of the company, have entered into the support and voting agreements pursuant to which such shareholders have agreed to vote all shares held by them in favour of the arrangement. Collectively, such shareholders represented approximately 51.3 per cent of the outstanding shares as of the close of business on Jan. 27, 2025.
• Credibility of WWT to complete the arrangement. The purchaser's obligations under the arrangement agreement entered into between the company, the purchaser and WWT are unconditionally guaranteed by WWT, a credible and reputable global technology solutions provider with $20-billion (U.S.) in annual revenues.
• Value supported by fairness opinions. The board received fairness opinions from each of TD Securities Inc. and RBC Dominion Securities Inc. and the special committee received a fairness opinion from its independent financial adviser, Origin Merchant Partners, each of which concluded that, based upon and subject to the assumptions, limitations and qualifications set out in their respective opinions, that the consideration to be received by the shareholders pursuant to the arrangement is fair, from a financial point of view, to such shareholders.
• Thorough review process and market check. Following the receipt of unsolicited inquiries from third parties, the company was marketed to logical potential strategic and financial counterparties in connection with a review process conducted by the board and the special committee, with the assistance of TD Securities and RBC. Over the course of the process, TD Securities, RBC and/or representatives of the company had discussions with 13 potential strategic and financial purchasers that were considered to be the most likely potential purchasers of the company. Eleven of such potential purchasers, which includes WWT, entered into confidentiality agreements and all potential acquirors, including WWT, were managed on the same timeline. In addition to those third parties invited to participate in the process, four financial sponsors contacted representatives of the company expressing interest in the company during the process but ultimately had no timely or material engagement. The process did not surface any proposal superior to the arrangement.

Your vote is important. Cast your vote well in advance of the proxy voting deadline.

Shareholders are encouraged to read the circular in its entirety and vote their shares as soon as possible, in accordance with the instructions accompanying the form of proxy or voting instruction form mailed to shareholders together with the circular. The circular includes full details on the arrangement and related matters, including the background to the arrangement, voting procedures, benefits of the arrangements, risk factors, the recommendations of the board and the special committee, and the various factors considered by the board and the special committee in making their respective recommendations.

The deadline for voting shares by proxy is at 9 a.m. (Toronto time) on Feb. 28, 2025.

Questions and voting assistance

Shareholders who have questions about the meeting or require assistance with voting may contact the company's proxy solicitation agent.

Laurel Hill Advisory Group

Telephone:

• 1-877-452-7184 (toll-free in North America);
• 1-416-304-0211 (outside of North America).

E-mail:  assistance@laurelhill.com

About Softchoice Corp.

Softchoice is a software-focused and cloud-focused IT (information technology) solutions provider that equips organizations to be agile, innovative and secure and people to be engaged, connected and creative at work. The company does this by delivering secure, AI-powered (artificial intelligence) cloud and digital workplace solutions supported by its advanced software asset management methodology and capabilities. Through the company's ROI (return on investment) customer success framework, Softchoice creates value for its customers by reducing their IT spending, optimizing their technology and supporting business-driven innovation. Softchoice is a highly engaged, high-performing team that is welcoming, inclusive and diverse in thought and experience; and it is a certified Great Place to Work in Canada and the United States.

We seek Safe Harbor.