CALGARY, Alberta, Sept. 28, 2018 — Cortex Business Solutions Inc. (“Cortex”) (TSXV: CBX), a North American network-as-a-service e-invoicing solutions provider, today announces it has entered into a share purchase agreement (the “Purchase Agreement”) with the shareholders of Powervision Software Inc. (“Powervision”), pursuant to which Cortex has agreed to acquire all of the issued and outstanding common and preferred shares of Powervision (the “Transaction”) for an aggregate purchase price of $7,000,000, to be satisfied by way of a cash payment of $4,750,000, subject to customary holdbacks and adjustments, and a promissory note in the amount of $2,250,000.
Powervision is a privately-owned corporation specializing in the development electronic document management and workflow management software. Powervision’s client base crosses multiple verticals of business from finance to oil and gas throughout Canada. Powervision has been a pioneer and a leader in the provision of such solutions in the Canadian energy industry since its inception in 1992. Powervision’s acclaimed AP Workflow product is used daily by hundreds of users. Powervision has been a Cortex partner since Cortex’s inception and a significant number of Powervision customers are already on the Cortex Network. The acquisition of Powervision will strengthen and expand Cortex’s position as the digital document platform of choice across North America.
“I believe this transaction is transformational for Cortex and its stakeholders. The combining of these technologies, similar cultures and customer-centric values has been a long time coming in our customers’ eyes and with their continual support, we will now be providing a single source to our clients that has historically required our customers to use 2 vendors, 2 support numbers and have 2 budgets for a solution that has always worked great together. Cortex has expanded its product offering to include a digital document workflow and storage solution,” said Joel Leetzow, President and CEO of Cortex. “This acquisition is aligned with what I have shared previously regarding our growth strategy through both M&A transactions and organic growth.”
“We are thrilled to combine the highly synergetic Cortex e-invoicing-as-a-service with the expanded workflow and document management solutions offering of Powervision allowing Cortex to be more competitive,” said Jason Baird, VP, Finance & CFO of Cortex. “This transaction will grow Cortex’s consolidated revenue, EBITDA, operating margins, and customer base to add immediate value for our shareholders and provide more growth potential of our products.”
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- Powerful vertical solution for procure-to-pay solutions
- Over 60 active customers
- High revenue per employee historically
- Strong partnerships and third-party integration solutions
- Over $2.3 million in 2017 annual revenue
- Strong historical cash flows
- High historical operating margins
The Transaction was purposely structured to not dilute current Cortex shareholders while improving Cortex’s balance sheet and future growth opportunities.
Cortex expects that the closing of the Transaction will occur in the coming days. The closing of the Transaction is subject to certain closing conditions as set out in the Purchase Agreement, and the approval of the TSX Venture Exchange.
Cortex has tentatively scheduled a conference call to address the acquisition for Monday October 1st, 2018 at 9:00am Mountain time (11:00am Eastern time). Conference call details will be announced upon closing of the acquisition.
Cortex’s strategy is to revolutionize B2B document exchange by replacing traditional paper-based manual systems with efficient, automated solutions. This positions companies with the scalability and flexibility needed to meet the demands of today’s business. Cortex offers a B2B network that enables electronic invoicing for buying and supplying organizations using flexible connection methods to leverage existing customer technologies and processes. Access to the Cortex Network enhances the exchange of documents allowing companies to connect and interact with each other to grow their businesses.
Cortex is currently delivering e-invoicing services to over 11,000 Trading Partners in Oil & Gas, Mining, Manufacturing and Sports & Entertainment industries.
For more information, please visit www.cortex.net.
Investor Relations Contacts:
Joel Leetzow President and CEO [email protected] 403-219-2838
Jason Baird VP, Finance & CFO [email protected] 403-219-2838
Forward Looking Statements:
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information or statements. In particular, this news release contains forward-looking information relating to the closing of the Transaction and TSXV approval of the Transaction. The forward-looking statements and information are based on certain key expectations and assumptions made by Cortex. Although Cortex believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because Cortex can give no assurance that they will prove to be correct.
Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Such factors may include the failure to close the Transaction and failure to receive TSXV approval for the Transaction. Other factors which could materially affect such forward-looking information are described in the risk factors in Cortex’s most recent annual management’s discussion and analysis that is available on Cortex’s profile on SEDAR at www.sedar.com. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements included in this news release are expressly qualified by this cautionary statement. The forward-looking statements and information contained in this news release are made as of the date hereof and Cortex undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.