BBI Solutions OEM Limited entered into a binding acquisition agreement to acquire IBEX Technologies Inc. (TSXV:IBT) from Milfam LLC, McLean Capital Inc., Paul Baehr and others for CAD 35.5 million on February 9, 2024. BBI will acquire all of the issued and outstanding shares of IBEX at a price of CAD 1.45 per share in cash. 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 CAD 1.45 cash per share. The total consideration is approximately CAD 37.9 million. Upon completion of the amalgamation, shareholders will cease to hold shares of IBEX and IBEX will be delisted from the TSX Venture Exchange. If BBI Solutions termination fee event occurs pursuant to Section 9.2(c)(i) of the acquisition agreement, the BBI Solutions shall pay IBEX the termination fee of CAD 0.97 million and if IBEX termination fee event occurs, IBEX shall pay the BBI Solutions the termination fee of CAD 1.894 million to BBI Solutions in accordance with Section 10.2(b) of the acquisition agreement.

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 and is subject to third party approval. The Board of Directors of IBEX, after consultation with its financial and legal advisors, has unanimously approved entering into the acquisition agreement. 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. 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 amalgamation was approved by IBEX shareholders at an annual and special meeting held on April 3, 2024. Closing of the amalgamation is expected to take place on April 8, 2024.

Fort Capital Partners provided a fairness opinion to the Board of Directors of IBEX in connection with the Amalgamation. Laurel Hill Advisory Group has been retained as IBEX?s shareholder communications advisor and will receive a fee of CAD 0.05 million for its services. Fasken Martineau DuMoulin LLP is acting as legal counsel to IBEX in connection with the amalgamation. Computershare Investor Services Inc. acted as depositary and transfer agent to IBEX.

BBI Solutions OEM Limited completed the acquisition of IBEX Technologies Inc. (TSXV:IBT) from Milfam LLC, McLean Capital Inc., Paul Baehr and others on April 8, 2024. In connection with the sale, IBEX has applied for delisting from the TSX Venture Exchange, which is expected to occur on or about April 11, 2024.