Second Main Proxy Advisory Agency Glass Lewis Recommends This fall Inc. Shareholders Vote FOR the Proposed Acquisition by Sumeru Fairness Companions

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• Each main proxy advisory corporations – ISS and Glass Lewis – now advocate assist for the Association
• Glass Lewis highlights that the transaction represents a “significant” premium for Shareholders and an “enticing” strategic alternative
• This fall urges Shareholders to vote FOR the proposed Association effectively upfront of the January 22, 2024 at 10 a.m. Toronto Time deadline

TORONTO — This fall Inc. (TSX:QFOR) (“This fall” or the “Firm”), the main capital markets entry platform, at the moment introduced that impartial proxy advisory agency Glass Lewis & Co. (“Glass Lewis”) recommends holders (the “Shareholders”) of the Firm’s widespread shares (the “Frequent Shares”) vote “FOR” the proposed association transaction (the “Association”) whereby This fall can be acquired by a newly shaped entity managed by Sumeru Fairness Companions (“Sumeru”), a number one technology-focused funding agency. Beforehand, proxy advisory agency Institutional Shareholder Providers Inc. (“ISS”) additionally advisable in favor of the Association. A particular assembly of Shareholders (the “Particular Assembly”) associated to the proposed Association will likely be held on January 24, 2024 at 10:00 a.m. (Toronto Time).

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In its report recommending assist for the Association, Glass Lewis notes:

• “All advised, we consider the board has introduced a ample case to assist its view that the strategic alternative introduced by the Purchaser is enticing.”
• “When it comes to rationale underpinning the transaction, we spotlight that the all-cash supply presents sure and quick worth and liquidity for shareholders at significant short- and long-term market premiums…”
• “As we consider the assumptions and methodologies utilized by [Stifel Nicolaus Canada Inc.] are broadly cheap, we think about the equity opinion to offer a foundation to counsel that the merger consideration is inside a good and cheap vary, from the standpoint of This fall shareholders.”
• “Commenting on the post-announcement market response, we consider the constantly slim and constructive arbitrage unfold since announcement means that the market expects the transaction to shut and that it will be unlikely for any superior supply to emerge right now.”

Beforehand, ISS additionally highlighted the deserves of the transaction:¹

• “The supply represents a big premium to the unaffected worth and the valuation seems credible.”
• “The sale course of was finally carried out on a comparable foundation to different current notable Canadian software program transactions and helped facilitate worth discovery.”

Julie Silcock, impartial director and Chair of the This fall Board of Administrators’ Particular Committee stated, “Glass Lewis becoming a member of ISS in supporting the proposed Association with Sumeru is additional validation of the equity of the transaction. As each impartial proxy advisory corporations concluded, the Association displays a big premium, which was reached following a strong strategic evaluation course of, and delivers certainty and liquidity for This fall Shareholders. We encourage Shareholders to vote for the proposed Association on the Particular Assembly.”

This fall encourages all Shareholders to comply with the advice of each ISS and Glass Lewis and vote “FOR” the proposed Association by January 22, 2024 at 10 a.m. (Toronto Time).

As a result of Essence of Time, Shareholders are inspired to vote on-line or by phone as described within the enclosed voting kind and on This fall’s web site at: https://traders.q4inc.com/Particular-Assembly.

The proxy voting deadline is on January 22, 2024 at 10 a.m. Toronto Time.

Shareholder Questions and Help

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Shareholders who’ve questions concerning the Association or require help with voting might contact Laurel Hill Advisory Group, the Firm’s shareholder communications advisor and proxy solicitation agent at:

Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184 (+1 416-304-0211 Exterior North America)
E mail: [email protected].

About This fall Inc.

This fall Inc. (TSX: QFOR) is the main capital markets entry platform that’s remodeling how issuers, traders, and the sell-side effectively join, talk, and interact with one another.

The This fall Platform facilitates interactions throughout the capital markets by means of IR web site merchandise, digital occasions options, engagement analytics, investor relations CRM, shareholder and market evaluation, surveillance, and ESG instruments. The This fall Platform is the one holistic capital markets entry platform that digitally drives connections, analyzes influence, and targets the best engagement to assist public corporations work sooner and smarter.

The corporate is a trusted associate to greater than 2,500 public corporations globally, together with lots of the most revered manufacturers on the planet, and maintains an award-winning tradition the place workforce members develop and thrive.

This fall is headquartered in Toronto, with places of work in New York and London. Study extra at https://www.businesswire.com/information/house/20240112697501/en/

Contacts

Buyers
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Acquire Calls Exterior North America: 1-416-304-0211
[email protected]

Edward Miller
Director, Investor Relations
(437) 291-1554
[email protected]

Media
Longacre Sq. Companions
Scott Deveau
[email protected]

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