Board Urges Shareholders to Follow Recommendations and Vote FOR Proposed Transaction with Thoma Bravo to Realize Significant, Immediate, and Certain Value
LIMERICK, Ireland, July 13, 2026 (GLOBE NEWSWIRE) -- kneat.com, inc. (TSX: KSI) (OTCQX: KSIOF), ("Kneat" or the "Company"), the global leader in digital validation and quality process automation today announced that leading proxy advisory firms Institutional Shareholder Services Inc. ("ISS") and Glass Lewis have both recommended that Kneat shareholders vote "FOR" the arrangement agreement (the "Proposed Transaction") whereby Kneat will be acquired by an affiliate of Thoma Bravo, L.P. ("Thoma Bravo") at the upcoming Special Meeting of Shareholders (the "Meeting"), to be held on July 30, 2026 at 10:00 a.m. Toronto time. Kneat shareholders of record as of June 25, 2026, are eligible to vote at the Meeting.
As part of their recommendations, ISS and Glass Lewis highlighted the robustness of the strategic review process, the attractive nature of the all-cash consideration, and the Proposed Transaction's premium valuation.
ISS noted the following in its report:
"The offer is the result of a robust auction process, and there is no clear evidence to suggest the valuation is not credible…"
"The transaction provides certain and immediate liquidity through premium cash consideration."
Glass Lewis noted the following in its report:
"Overall, the transaction offers shareholders immediate cash value at a meaningful premium, follows a broad and competitive strategic review process and includes procedural safeguards that help mitigate the potential concerns associated with insider rollover participation."
"From a strategic perspective, the transaction would provide shareholders with cash certainty and remove exposure to the execution risks associated with remaining a standalone public company."
"Shareholders could therefore take comfort from the breadth of the market check, the competitive nature of the process and the fact that the final offer was materially above the other final proposal."
"We are pleased that both leading proxy advisory firms recognize the robust strategic review process undertaken by the Board and the Special Committee, as well as the value inherent in this transaction," said Carol Leaman, Chair of the Special Committee of the Board of Directors. "These recommendations further reinforce the Board's unanimous belief that this is the best path forward for shareholders to realize immediate, significant, and certain value for their investment. With our Special Meeting fast approaching, we encourage all Kneat shareholders to follow the recommendations of ISS and Glass Lewis and vote for the transaction with Thoma Bravo today."