TORONTO, Dec. 17,
2024 /CNW/ – Pluribus Technologies Corp. (TSXV:
PLRB) ("Pluribus" or the "Company") announced today that the
Company and its various subsidiaries (collectively, the "Pluribus
Group") have been granted an order (the "Initial Order") from
the Ontario Superior Court of Justice (Commercial List) (the
"Court") under the Companies' Creditors Arrangement Act (the
"CCAA") in order to restructure its business and financial
affairs.
After careful consideration of all available alternatives,
following thorough consultation with legal and financial advisors,
the directors of the Company determined that it is in the best
interests of the Pluribus Group and its stakeholders to seek
creditor protection under the CCAA given, among other things, the
previously-announced termination of the forbearance agreement dated
August 14, 2024 between the Company
and National Bank of Canada (the
"Lender") relating to a secured credit agreement dated April 27, 2022, as amended, among the Company,
certain of its subsidiaries and the Lender (the "Credit Agreement")
on November 29, 2024 and the demand
letter from the Lender received on December
3, 2024 demanding immediate payment of the sum of
C$10,334,246.28 and US$857,668.71 under the Credit Agreement.
The Initial Order provides for, among other things: (i) a stay
of proceedings in favour of the Pluribus Group up to and including
December 27, 2024 (the "Initial Stay
Period"); (ii) approval of the debtor-in-possession financing (the
"DIP Financing"); and (iii) the appointment of B. Riley Farber
Inc., as monitor of the Pluribus Group (in such capacity, the
"Monitor"). In addition, the Initial Order provides the Company
with relief from certain reporting obligations under securities
legislation and stock exchange rules.
The stay of proceedings and the DIP Financing is intended to
provide the Pluribus Group with the time and stability required to
consider potential restructuring transactions and seek to maximize
the value of its assets for the benefit of its creditors and other
stakeholders. Pluribus Group intends to undertake a court
supervised sale and investment solicitation process that is
intended to solicit interest in, and opportunities for, a sale of,
or investment in, all or part of the Pluribus Group's assets
and business operations. This process may include the sale of all
or substantially all of the business or assets of the Pluribus
Group. In that regard, the Company intends to seek Court approval
on December 23, 2024 to undertake a
sale and investment solicitation process.
In order to fund Pluribus Group's working capital needs,
professional fees and expenses during the CCAA proceedings,
Pluribus Group has executed a term sheet with Evergreen Gap Debt GP
Inc., as agent for itself and of Evergreen Gap Debt LP, (the
"DIP Lender"), pursuant to which the DIP Lender will advance
a debtor-in-possession loan during the Initial Stay Period and
subsequently.
The Company intends to operate in the ordinary course throughout
the CCAA proceedings under the general oversight of the Monitor.
The Monitor has set up a website at:
https://brileyfarber.com/engagements/pluribus-technologies-corp/,
where updates on the restructuring process, the Monitor's reports
to the Court, Court orders and other information will be posted as
soon as they are available.
The Company's common shares will be transferred to the NEX Board
of the TSX Venture Exchange (the "TSXV") where trading will
be suspended, effective today. The Company's common shares are
expected to be delisted as a result of the CCAA proceedings in
accordance with the rules of the TSXV.
About Pluribus Technologies Corp.
Pluribus is a technology company that is a value-based acquirer,
operator, and divestor of small, profitable business-to-business
technology companies in a range of verticals and industries.
Pluribus provides its acquisitions access to experienced sales and
marketing resources, strategic partnership opportunities, a diverse
portfolio of customers in different geographical markets, and
enabling technologies to create new revenue streams and drive
growth. When market conditions are conducive to raising capital at
reasonable costs, Pluribus focuses on rapidly acquiring and
integrating new companies to accelerate growth. In less favorable
environments, Pluribus implements strategies to maximize organic
growth, increase cash flow, and selectively divest portfolio
companies to optimize value. For more information, please visit:
pluribustechnologies.com.
Forward-Looking Information
This news release contains "forward-looking information" within
the meaning of applicable securities laws. Any such forward-looking
statements may be identified by words such as "will", "expects",
"anticipates", "intends", "contemplates", "believes", "projects",
"plans" and similar expressions. Readers are cautioned not to place
undue reliance on forward-looking statements. Forward-looking
statements in this release include statements regarding: the
Company's expectation that the business operations of the Pluribus
Group will not be interrupted as a result of the CCAA proceedings;
the Company's belief that the stay of proceedings and DIP Financing
will provide the Pluribus Group with the time and stability
required to consider potential restructuring transactions; the
Company's intention to seek Court approval to launch a sale and
investment solicitation process; the trading and delisting of the
Company's common shares. Forward-looking statements are necessarily
based on a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks,
uncertainties and other factors which may cause actual results and
future events to differ materially from those expressed or implied
by such forward-looking statements. Such factors include, but are
not limited to: litigation, legislative, environmental and other
judicial, regulatory, political and competitive developments; delay
or failure to receive creditor or regulatory approvals; the ability
to complete any future potential transactions in connection with
the SISP in CCAA proceedings and the terms and conditions thereof;
the availability of DIP Financing; the application of federal,
provincial and municipal laws; the impact of increasing
competition; those additional risks set out in the Company's public
documents filed on SEDAR+ at www.sedarplus.com. Although the
Company believes that the assumptions and factors used in preparing
the forward-looking statements are reasonable, undue reliance
should not be placed on these statements, which only apply as of
the date of this news release, and no assurance can be given that
such events will occur in the disclosed time frames or at all.
Except where required by law, the Company disclaims any intention
or obligation to update or revise any forward-looking statement,
whether as a result of new information, future events, or
otherwise.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
For further information about Pluribus Group and the CCAA
proceedings, please contact the Monitor: B. Riley Farber Inc., 150
York Street, Suite 1600, Toronto,
Ontario M5H 3S5, Phone: (437) 294-4600,
Email: pluribus@brileyfin.com or Diane Pedreira, Interim President and Chief
Operating Officer, Phone: 1(800) 851-9383.
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SOURCE Pluribus Technologies Corp.