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Inscape Files Directors' Circular in Support of Hilco's All-Cash Offer for Inscape and Recommends Shareholders Accept the Offer

Newsfile Corp.
·3 min read

Holland Landing, Ontario--(Newsfile Corp. - November 25, 2022) - Inscape Corporation (TSX: INQ) ("Inscape" or the "Company") has filed a directors' circular (the "Directors' Circular") in connection with the proposed acquisition by HUK 121 Limited (the "Offeror"), a subsidiary of Hilco Capital Limited ("Hilco").

The Transaction

As announced on October 29, 2022, Inscape has entered into a definitive support agreement (the "Support Agreement") pursuant to which Hilco has made a take-over bid to acquire all of the issued and outstanding subordinate voting shares of Inscape (the "Shares") for a price of C$0.007 (the "Offer Price") per Share in cash (the "Offer").

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For further details relating to the Offer, please refer to Hilco's take-over bid circular in respect of the Offer dated November 17, 2022, which is available on SEDAR (www.sedar.com) under Inscape's issuer profile.

Board Recommendation

Inscape's board of directors (the "Board"), acting on the recommendation of the special committee of the Board, and after evaluating the Offer in consultation with Inscape's advisors, previously unanimously determined that the Offer is fair, from a financial point of view, to Inscape's shareholders ("Shareholders") and in the best interests of Inscape and its Shareholders. As such, the Board is recommending that Shareholders tender their Shares and accept the Offer.

"The Hilco Offer immediately crystallizes certain value for Shareholders by providing 100% cash consideration for the Shares. Inscape's Board recommends that Shareholders tender their Shares to Hilco's Offer as soon as possible," said Eric Ehgoetz, Inscape's CEO.

The reasons for the Board's unanimous recommendation for Shareholders to accept the Offer are set out in the Directors' Circular.

Inscape Directors' Circular

The Directors' Circular is available electronically on SEDAR (www.sedar.com) under Inscape's issuer profile and is being mailed to all persons required to receive a copy under applicable securities laws.

The Board encourages Shareholders to carefully read the information sent to them and to DEPOSIT their Shares. Shareholders are encouraged to tender their Shares as soon as possible.

Shareholder Questions and Assistance

Shareholders who have questions or require assistance should contact the Depositary at (416) 682-3860 or +1-800-387-0825 (toll free) or by e-mail at shareholderinquiries@tmx.com.

About Inscape

Since 1888, Inscape has been designing products and services that are focused on the future, so businesses can adapt and evolve without investing in their workspaces all over again. Our versatile portfolio includes systems furniture, storage, and walls - all of which are adaptable and built to last. Inscape's wide dealer network, showrooms in the United States and Canada, along with full service and support for all our clients, enable us to stand out from the crowd. We make it simple. We make it smart. We make our clients wonder why they didn't choose us sooner.

Cautionary Statements Respecting Forward Looking Statements and the Offer

This new release contains "forward-looking statements" within the meaning of such statements under the applicable securities law. Forward-looking statements are frequently characterized by words such as "plan", "continue", "except", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking statements in this release include the results and effects of the Offer and reasons to accept the Offer. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release, including assumptions based on the Company's publicly disclosed information, and the Company's current financial condition. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. The Company is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as expressly required by applicable law.

For more information, visit myinscape.com.

Inscape Corporation
Jon Szczur
Chief Financial Officer
Inscape Corporation
T (905) 952-4102
jszczur@myinscape.com.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/145785