Angoss Announces Letter of Intent to be Acquired by Peterson Partners, Inc.

Angoss Announces Letter of Intent to be Acquired by Peterson Partners, Inc. 
TORONTO, Jan. 28, 2013 /CNW/ - Angoss Software Corporation ("Angoss") (TSX-V: 
ANC) is pleased to announce that it has entered into a binding letter of 
intent dated January 25, 2013 (the "LOI") with Peterson Partners, Inc. 
("Peterson Partners"), an arm's length party, in connection with a proposed 
acquisition (the "Transaction") by an affiliate of Peterson Partners 
("AcquireCo") of 100% of the outstanding securities of Angoss. 
Under the terms of the LOI, the Transaction will be structured as a 
shareholder approved statutory amalgamation, plan of arrangement, or other 
such transaction as agreed upon by Angoss and Peterson Partners. Pursuant to 
the LOI, Peterson Partners has agreed: (i) to offer shareholders of Angoss 
cash in the amount of $0.525 for each outstanding common share of Angoss (a 
"Common Share"), which represents a premium of approximately 42% to the 
closing price of the Common Shares on the TSX Venture Exchange on January 25, 
2013 of $0.37, and a premium of approximately 94% to the prior twenty day 
weighted average trading price on the TSX Venture Exchange of $0.27; (ii) that 
all outstanding warrants to acquire Common Shares may be acquired by AcquireCo 
in consideration for $0.525 per warrant less the exercise price therefor, or 
in exchange for warrants to acquire redeemable preferred shares of the 
continuing company ("NewCo") upon completion of the Transaction; (iii) that 
all outstanding stock options of Angoss will be exchanged for, or converted 
into, stock options of NewCo on substantially the same terms as the Angoss 
stock options previously held; and (iv) to redeem all outstanding Class A 
preferred shares, Series 2 ("Preferred Shares") in the capital of Angoss in 
accordance with their terms (or in a manner as otherwise may be agreed upon by 
Angoss and Peterson Partners) for a cash amount per Preferred Share equal to 
the subscription price per Preferred Share plus all cumulative unpaid 
dividends. Angoss expects to defer the dividend payable to holders of 
Preferred Shares that will be due on February 1, 2013, and for such dividend 
to be paid out upon completion of the Transaction at the increased dividend 
rate in accordance with the terms of the Preferred Shares. 
Evans & Evans, Inc. has been engaged to act as financial advisor to Angoss to 
provide a fairness opinion in respect of the Transaction, which will opine as 
to whether, subject to any assumptions and limitations contained therein, the 
consideration to be received by Angoss shareholders pursuant to the 
Transaction is fair, from a financial point of view, to the shareholders of 
The LOI provides that in certain circumstances Angoss will pay Peterson 
Partners a break fee equal to 5% of the aggregate purchase price payable by 
Peterson Partners for all of the outstanding securities of Angoss, or a 
reimbursement of costs, should the Transaction not be completed. Completion of 
the Transaction is subject to a number of conditions including, without 
limitation: (i) the execution by Angoss and Peterson Partners of a definitive 
transaction agreement; (ii) the approval of the shareholders of Angoss; and 
(iii) regulatory and stock exchange approval. The Transaction is intended to 
be completed on or around April 21, 2013, and in any event no later than June 
30, 2013, unless as otherwise agreed to by Angoss and Peterson Partners. 
Additional details respecting the Transaction will be provided in future press 
releases, and in an information circular to be mailed to the shareholders of 
Angoss on or about March 15, 2013, all of which will also be available under 
Angoss' profile on 
The proposed $1 million non-brokered private placement that was announced 
January 8th, 2013 by Angoss will not be proceeding. 
The board of directors of Angoss has considered the Transaction and 
unanimously recommends that Angoss securityholders vote in favour of the 
Transaction at an upcoming special meeting of Angoss shareholders, which will 
be held to consider and vote on the Transaction. This recommendation remains 
subject to the receipt by the board of a fairness opinion, and to any superior 
proposals that are presented to Angoss by third parties prior completion of 
the Transaction. 
Martin Galligan, the President & Chief Executive Officer of Angoss, commented, 
"This proposal represents a significant premium to Angoss' current market 
price, and we are pleased to provide shareholders an opportunity to realize 
immediate value for their shares." 
This news release shall not constitute an offer to sell or a solicitation of 
an offer to buy, nor shall there be any sale of, the securities in any 
jurisdiction in which such offer, solicitation or sale would be unlawful. The 
securities described herein have not been and will not be registered under the 
United States Securities Act of 1933, as amended (the "U.S. Securities Act"), 
or any U.S. state securities laws and may not be offered or sold in the United 
States or to U.S. persons except in compliance with the registration 
requirements of the U.S. Securities Act and applicable U.S. state securities 
laws or pursuant to an exemption therefrom. 
About Angoss Software Corporation 
Angoss is a global leader in delivering predictive analytics to businesses 
looking to improve performance across sales, marketing and risk. With a suite 
of desktop, client-server and big data analytics software products and Cloud 
solutions, Angoss delivers powerful approaches to turn information into 
actionable business decisions and competitive advantage. Angoss software 
products and solutions are user-friendly and agile, making predictive 
analytics accessible and easy to use. Many of the world's leading financial 
services, insurance, retail, health care and information communication and 
technology organizations use Angoss predictive analytics software products and 
solutions to grow revenue, increase sales productivity and improve marketing 
effectiveness while reducing risk and cost. Headquartered in Toronto, Canada, 
Angoss has offices in the United States and United Kingdom. For more 
information, visit 
This press release includes forward-looking statements within the meaning of 
applicable securities laws. Forward looking statements relate to analyses 
and other information that are based on forecasts of future results and 
estimates of amounts not yet determinable. These statements may involve, but 
are not limited to, comments relating to preliminary results, guidance, 
strategies, expectations, planned operations or future actions. 
Forward-looking statements are identified by the use of terms and phrases such 
as "preliminary", "anticipate", "believe", "could", "estimate", "expect", 
"intend", "may", "plan", "predict", "project", "will", "would", and similar 
terms and phrases, including references to assumptions. 
Forward-looking statements, by their nature, are based on assumptions, 
including those described herein and are subject to important risks and 
uncertainties. Forward-looking statements cannot be relied upon due to, 
amongst other things, changing external events and general uncertainties of 
the business. Actual results may differ materially from results indicated in 
forward-looking statements due to a number of factors, including without 
limitation: the risk that the sale of our products and services involves a 
long sales cycle; the risk that the economic environment and business 
conditions will remain difficult to predict; the risk of competition in our 
target markets; the risk that we may not respond adequately to evolving 
technologies; the risk that we or our customers may have difficulties in 
introducing our products or services; the risk that we will encounter 
difficulties in continuing to offer services; the risks of conducting our 
operations in a variety of international locations; the risks relating to the 
costs that we may incur as a result of litigation against us; the risk of 
future capital needs and uncertainty of additional financing; the risk of the 
need for the Company to manage its planned growth and expansion; the risk of 
the effects of product development and need for continued technology change; 
the risk of protection of proprietary rights; the effect of government 
regulation and compliance on the Company and the industry; network security 
risks; the risk of the ability of the Company to maintain properly working 
systems; the risk of reliance on key personnel; the risk of volatile 
securities markets impacting security pricing unrelated to operating 
performance; as well as the factors identified throughout this news release 
and those identified in section entitled "Risks and Uncertainties" of the 
Company's MD&A filed on The forward-looking statements 
contained in this news release represent the Company's expectations as of the 
date of this news release (or as of the date they are otherwise stated to be 
made), and are subject to change after such date. However, the Company 
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 required under applicable securities regulations. 
Note: Neither TSX Venture Exchange nor its Regulation Services Provider (as 
that term is defined in the policies of the TSX Venture Exchange) accepts 
responsibility for the adequacy or accuracy of this release. 
Lon Vining Chief Financial Officer 416-593-2420 
SOURCE: ANGOSS Software Corporation 
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CO: ANGOSS Software Corporation
ST: Ontario
-0- Jan/28/2013 17:11 GMT
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