TORONTO--(BUSINESS WIRE)-- Softchoice Corporation (“Softchoice” or the “Company”) (TSX:SFTC) is pleased to announce that at a special meeting of shareholders held earlier today (the “Meeting”), holders (“Shareholders”) of common shares in the capital of the Company (the “Shares”) voted overwhelmingly in favour of the special resolution (the “Arrangement Resolution”) approving the previously announced plan of arrangement (the “Arrangement”) involving the Company, World Wide Technology Holding Co., LLC (“WWT”) and 2672989 Alberta ULC (the “Purchaser”), an affiliate of WWT, pursuant to which the Purchaser will acquire all of the issued and outstanding Shares at a purchase price of $24.50 per Share in cash.

In order to be passed, the Arrangement Resolution required approval of (i) two thirds of the votes cast by Shareholders present virtually or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by Shareholders present virtually or represented by proxy at the Meeting, excluding the votes attached to Shares held by Vincent De Palma, Executive Chair of the Board, and Andrew Caprara, President and Chief Executive Officer, in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. A total of 55,532,409 votes were cast at the Meeting, representing 92.04% of the votes attached to the issued and outstanding Shares as of the record date of January 27, 2025 (the “Record Date”) and 91.72% of the votes attached to the issued and outstanding Shares as of the Record Date, excluding those votes attached to those Shares required to be excluded pursuant to MI 61-101. Detailed voting results for the Arrangement Resolution are as follows:

A report of voting results for the Meeting will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

Anticipated Closing Date

The Arrangement remains subject to certain customary closing conditions, including the issuance of a final order by the Ontario Superior Court of Justice (Commercial List) (the “Court”) following the hearing scheduled to take place on March 6, 2025. If the Court approval is obtained and the other conditions are satisfied or waived, it is anticipated that the Arrangement will be completed by the parties on or about March 13, 2025.

Questions for Depositary

Shareholders who have questions or require assistance submitting their Shares in connection with the Arrangement may direct their questions to TSX Trust Company, which is acting as depositary in connection with the Arrangement, at 1-866-600-5869 (toll-free within North America) or at 1-416-342-1091 (outside of North America) or by email at tsxtis@tmx.com.

About Softchoice Corporation

Softchoice Corporation (TSX: SFTC) is a software and cloud-focused IT solutions provider that equips organizations to be agile, innovative, and secure, and people to be engaged, connected and creative at work. We do this by delivering secure, AI-powered cloud and digital workplace solutions supported by our advanced software asset management methodology and capabilities. Through our customer success framework, we create value for our customers by reducing their IT spending, optimizing their technology, and supporting business-driven innovation. We are a highly engaged, high-performing team that is welcoming, inclusive, and diverse in thought and experience, and are certified as a Great Place to Work® in Canada and the United States. For more information, visit:

Website: www.softchoice.com

Forward-Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. This forward-looking information is identified by the use of terms and phrases such as “may”, “would”, “should”, “could”, “expect”, “intend”, “estimate”, “anticipate”, “plan”, “foresee”, “believe”, or “continue”, the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. These statements include, without limitation, statements regarding the satisfaction of conditions to the closing of the Arrangement, including receipt of Court approval, and timing for the closing of the Arrangement.

In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.

Forward-looking information is based on management’s beliefs and assumptions and on information currently available to management, and although the forward-looking information contained herein is based upon what we believe are reasonable assumptions, investors are cautioned against placing undue reliance on this information since actual results may vary from the forward-looking information.

Forward-looking information involves known and unknown risks and uncertainties, many of which are beyond our control, that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the risk factors described in greater detail under “Risk Factors” of the Company’s management information circular relating to the Meeting filed on SEDAR+. These risks and uncertainties further include (but are not limited to) as concerns the Arrangement, the failure of the parties to obtain the necessary approval of the Court or to otherwise satisfy the conditions to the completion of the Arrangement, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Arrangement costs or unknown liabilities, failure to realize the expected benefits of the Arrangement, and general economic conditions. Failure to obtain the necessary approval of the Court, or the failure of the parties to otherwise satisfy the conditions to the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, and the Company continues as a publicly-traded entity, there are risks that the announcement of the proposed Arrangement and the dedication of substantial resources of the Company to the completion of the Arrangement could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects.

Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein represents our expectations as of the date hereof or as of the date it is otherwise stated to be made, as applicable, and is subject to change after such date. However, we disclaim any intention or obligation or undertaking to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.

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