Blackline Safety Corp. ("Blackline" or the "Company") (TSX: BLN) a global leader in connected safety technology, is pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") pursuant to which Apollo Purchaser, Inc. (the "Purchaser") an affiliate of Francisco Partners Management, L.P. ("FP"), acquired all the issued and outstanding common shares (the "Shares") of the Company. Pursuant to the Arrangement, the Purchaser acquired: (i) all of the issued and outstanding Shares (other than in respect of certain Shares that were rolled over for equity of the Purchaser or an affiliate thereof (the "Rollover Shares")) for up to $9.50 per Share, comprised of $9.00 per Share in cash on closing of the Arrangement plus a contingent value right (a "CVR") of up to $0.50 per Share; and (ii) all of the Rollover Shares for equity of the Purchaser or an affiliate thereof.
As a result of the Arrangement, the Shares will be delisted from the Toronto Stock Exchange. The Company intends to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements.
"We are grateful to our shareholders for their support over the years as Blackline pursued its mission to give workers the confidence to get the job done and return home safe," said Cody Slater, CEO and Chair of Blackline. "That support has enabled us to create a global connected safety leader that protects hundreds of thousands of workers and delivers critical technology when it matters most. As we begin this next chapter with Francisco Partners, we remain focused on supporting our customers, employees and partners while advancing our mission to protect workers and drive a safer, more productive connected workplace."
The cash consideration payable to beneficial shareholders of the Company will be paid to former beneficial shareholders as soon as reasonably practicable after the date hereof. Beneficial shareholders will also be entitled to the CVRs issuable pursuant to the Arrangement. For registered shareholders, the cash consideration will be paid and CVR registrations will be completed as soon as reasonably practicable after a properly completed and signed letter of transmittal is received by Odyssey Trust Company, the depositary under the Arrangement, together with the share certificate(s) and/or DRS Advice(s) representing Shares formerly held by them.
Early Warning Disclosure
Immediately prior to the completion of the Arrangement, FP did not own or exercise control or direction over any Shares. Pursuant to the Arrangement, FP acquired, indirectly through the Purchaser, 87,438,183 Shares, being all of the issued and outstanding Shares.
An early warning report containing additional information will be filed by the Purchaser in accordance with applicable securities laws and will be available under the Company's profile on SEDAR+ at sedarplus.ca or may be obtained directly from FP upon request at +1-415-418-2900. The address of FP is One Letterman Drive, Building C Suite 410 San Francisco, CA 94129.
About Blackline Safety: Blackline Safety is a technology leader driving innovation in the industrial workforce through IoT (Internet of Things). With connected safety devices and predictive analytics, Blackline enables companies to drive towards zero safety incidents and improved operational performance. Blackline provides wearable devices, personal and area gas monitoring, cloud-connected software and data analytics to meet demanding safety challenges and enhance overall productivity for organizations with customers in more than 75 countries. Armed with cellular and satellite connectivity, Blackline provides a lifeline to tens of thousands of people, having reported over 336 billion data-points and initiated over eight million emergency alerts. For more information, visit BlacklineSafety.com and connect with us on Facebook, X (formerly Twitter), LinkedIn and Instagram.
About Francisco Partners: Francisco Partners is a leading global investment firm that specializes in partnering with technology and technology-enabled businesses. Since its launch over 25 years ago, Francisco Partners has invested in over 500 technology companies, making it one of the most active and longstanding investors in the technology industry. With over $73 billion in capital raised to date, the firm invests in opportunities where its deep sectoral knowledge and operational expertise can help companies realize their full potential. For more information on Francisco Partners, please visit franciscopartners.com.
Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws. These statements relate to future events or the Company's future performance. All statements other than statements of historical fact may be forward-looking statements. The use of any of the words "estimate", "will", "would", "believe", "plan", "expected", "potential", and similar expressions are intended to identify forward-looking statements. In particular, and without limiting the foregoing, this news release contains forward-looking statements with respect to: expected timing for receipt of cash and CVR consideration; the potential that the contingent value rights will result in an additional cash payment to shareholders, Blackline's future business focus and other similar statements.
Blackline provided such forward-looking information in reliance on certain expectations and assumptions that it believes are reasonable at the time. The material assumptions on which the forward-looking information in this news release are based, and the material risks and uncertainties underlying such forward-looking information, include: risks that payment of the consideration receivable under the Arrangement is delayed or withheld; the risk no additional cash consideration will be payable in respect of the contingent value rights.
Although Blackline believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Blackline can give no assurance that they will prove to be correct. Forward- looking information addresses future events and conditions, which by their very nature involve inherent risks and uncertainties, including the risks set forth above and as discussed in Blackline's Management's Discussion and Analysis and Annual Information Form for the year ended October 31, 2025 and available on SEDAR+ at sedarplus.ca. Blackline's actual results, performance or achievement could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits Blackline will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide readers with a more complete perspective on Blackline's future operations and such information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. These forward-looking statements are made as of the date of this press release and Blackline disclaims any intent or obligation to update publicly any forward- looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
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Contacts:
INVESTOR/ANALYST CONTACT
Blackline Safety Corp.
Cody Slater, Chief Executive Officer
cslater@blacklinesafety.com
+1-587-325-9768
MEDIA CONTACT
Blackline Safety Corp.
Christine Gillies, Chief Product Marketing Officer
cgillies@blacklinesafety.com
+1-403-629 9434
