Re: Voting Support AgreementVoting Support Agreement • May 12th, 2014 • Pni Digital Media Inc • Services-prepackaged software • British Columbia
Staples, Inc. ("Staples") is in discussions with PNI Digital Media Inc. ("PNI") regarding a potential transaction (the "Proposed Transaction") to acquire, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia)(the "BCA"), all of the issued and outstanding common shares (the "PNI Shares") in the capital of PNI. The details of the Proposed Transaction will be set forth in an arrangement agreement (the "Arrangement Agreement") among such parties, a draft of which has been provided to you. Under the Proposed Transaction, shareholders of PNI are expected to receive Cdn$1.70 for each PNI Share.
STAPLES, Inc. and STAPLES CANADA ACQUISITION ULC and PNI DIGITAL MEDIA INC. ARRANGEMENT AGREEMENT May 2, 2014Arrangement Agreement • May 12th, 2014 • Pni Digital Media Inc • Services-prepackaged software • British Columbia
WHEREAS Purchaser Parent and the Company desire to complete the Arrangement (as hereinafter defined) involving the Purchaser and the Company under the Business Corporations Act (British Columbia);
Re: Voting Support AgreementVoting Support Agreement • May 12th, 2014 • Pni Digital Media Inc • Services-prepackaged software • British Columbia
Staples, Inc. ("Staples") is in discussions with PNI Digital Media Inc. ("PNI") regarding a potential transaction (the "Proposed Transaction") to acquire, pursuant to a plan of arrangement under the Business Corporations Act (British Columbia)(the "BCA"), all of the issued and outstanding common shares (the "PNI Shares") in the capital of PNI. The details of the Proposed Transaction will be set forth in an arrangement agreement (the "Arrangement Agreement") among such parties, a draft of which has been provided to you. Under the Proposed Transaction, shareholders of PNI are expected to receive Cdn$1.70 for each PNI Share. Invesco Canada Ltd., on behalf of certain investment funds managed thereby (the "Shareholder") is the legal and/or beneficial owner of 5,030,000 PNI Shares (the "Subject Securities") and has agreed to enter into this voting support agreement (the "Agreement") in connection with the Proposed Transaction.
