Presentation Highlights the Opportunity to Unlock Value for All ISC Shareholders and Reverse Long-Term Decline
Board Should Meaningfully Engage with Shareholders to Address Governance Issues at ISC
Tender Offer to Acquire up to 14% of Class A Limited Voting Shares Extended Until 5:00pm Eastern Time on May 20, 2025
BRIDGETOWN, Barbados, May 05, 2025 (GLOBE NEWSWIRE) -- Plantro Ltd. (“Plantro”) today announced that it has released a presentation to fellow shareholders of Information Services Corporation (TSX: ISC) (“ISC” or the “Company”). The presentation is available here and will be filed and made available on ISC’s SEDAR+ profile at www.sedarplus.ca.
Plantro’s investor presentation, which is based on publicly available facts and data, highlights that the economics of ISC are ‘upside down’ and do not benefit long-term shareholders. Since ISC’s IPO in 2013, there has been a clear troubling trend: expense growth has consistently outpaced revenue growth. When expenses consistently outpace revenue, it sets the stage for serious financial challenges over the long-term. This has resulted in a long-term financial decline and decreasing returns.
Plantro has heard from other ISC shareholders who share its concerns that it is impossible for ISC to fund its ‘buy-to-grow’ strategy to meet its 2028 revenue and adjusted EBITDA targets through cash flow generation or without incurring significant new debt or issuing substantial equity. Plantro’s representatives have made multiple attempts to engage with the board of directors (the “Board”) and management of ISC to discuss these concerns and share Plantro’s plan to unlock near- and long-term value for shareholders. Unfortunately, the Board appears entrenched, as at every step, Plantro has been met with limited and perfunctory engagement.
Plantro calls on the Board to:
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recommend in favour of its ongoing Tender Offer; and
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meet with Plantro this week to discuss the governance and business issues at ISC.
Plantro anticipates that the Board, rather than address ISC’s governance issues, will further entrench and impugn Plantro’s motives. However, ISC shareholders should review the presentation, consider ISC’s current trajectory, and determine for themselves whether the status quo is acceptable.
Plantro believes that ISC has an exciting opportunity to unlock significant upside for shareholders. However, it has become clear that ISC’s serious governance issues are holding the Company back.
Tender Offer Extension & Elimination of Voting Tender
Plantro also announced that it is extending and amending its ongoing all-cash tender offer (the “Tender Offer”) to acquire up to 2,593,142 class A limited voting shares (the “Class A Shares”) in the capital of ISC. Pursuant to the terms of a second amended and restated offer document dated May 5, 2025 (the “Offer Document”), Plantro has extended the expiry date of the Tender Offer to 5:00pm (Eastern Time) on May 20, 2025, unless the Tender Offer is further varied, extended, or withdrawn in accordance with the terms of the Offer Document (the “Expiry Time”).
Despite the Board’s unwillingness to engage with Plantro, in order to be constructive, the Tender Offer has also been amended to eliminate the proxy voting tender, about which the Board had previously objected. Plantro is no longer asking shareholders to appoint representatives of Plantro as their nominee and proxy in respect of such shares owned by a shareholder. For clarity, Plantro is not soliciting shareholder proxies in respect of the upcoming 2025 annual meeting of shareholders of ISC scheduled to be held on May 13, 2025.
Shareholders of ISC who have already validly deposited and not withdrawn their Class A Shares are not required to take any further action to accept the Tender Offer. No Class A Shares will be taken up and paid for by Plantro pursuant to the Tender Offer until after the Expiry Time.
In addition to the above amendments, the size of the Tender Offer has been reduced by 184,100 Class A Shares to reflect that Plantro has acquired such number of shares in the market, all in compliance with the terms of the Tender Offer.
Other than as set out herein, all other terms of the Tender Offer remain unchanged. Details of the Tender Offer, including instructions for tendering Class A Shares, are included in the Offer Document (the Offer Document and the second amended and restated letter of transmittal dated May 5, 2025, the “Offer Documents”). The Offer Documents will be filed and made available on ISC’s SEDAR+ profile at www.sedarplus.ca. Shareholders of ISC should carefully read the Offer Documents prior to making a decision with respect to the Tender Offer.
About Plantro
Plantro is a privately held company, with an established track record of making successful investments in undervalued and high quality legal, financial, and information services businesses.
Shareholder Questions
Shareholders of ISC who have questions with respect to the Tender Offer, or who need assistance in depositing their Class A Shares, please contact the depositary or the information agent for the Tender Offer at the contact details below:
Depositary: Odyssey Trust Company
Toll Free (US & Canada): 1-888-290-1175
Calls (All Regions): 587-885-0960
Email: corp.actions@odysseytrust.com
Information Agent: Carson Proxy
North America Toll Free: 1-800-530-5189
Local and Text: 416-751-2066
Email: info@carsonproxy.com
Cautionary Statement Regarding Forward-Looking Information
This press release may contain forward-looking information and forward-looking statements within the meaning of applicable securities laws. Specifically, certain statements contained in this press release, including without limitation statements regarding the Tender Offer, taking up and paying for Class A Shares deposited under the Tender Offer, the expiry of the Tender Offer, Plantro’s perceived governance failings at ISC, and Plantro’s plan to unlock near- and long-term value at ISC, contain “forward-looking information” and are prospective in nature. In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward looking terminology such as “plans”, “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements.
Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information.
Although Plantro believes that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to the Company) are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Company’s operations will continue substantially in the current state, including, without limitation, with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes, that there will be no unplanned material changes to the Company’s operations, and that the Company’s public disclosure record is accurate in all material respects and is not misleading (including by omission).
Plantro cautions that the foregoing list of material factors and assumptions is not exhaustive. While these factors and assumptions are considered by Plantro to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information. Many of these assumptions are based on factors and events that are not within the control of Plantro and there is no assurance that they will prove correct.
Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by the Company in respect of the Tender Offer, the content of subsequent public disclosures by the Company, the failure to satisfy the conditions to the Tender Offer, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although Plantro has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to Plantro or that Plantro presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.
Statements containing forward-looking information in this press release are based on Plantro’s beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Plantro disclaims any obligation to do so, except as required by applicable law. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
Media Contact: Gagnier Communications
Riyaz Lalani / Dan Gagnier
Email: Plantro@gagnierfc.com
A PDF accompanying this announcement is available at http://ml.globenewswire.com/Resource/Download/a15f0631-205c-4781-9fea-5ac936ebd5bd
