Blackline Safety Announces Filing and Mailing of Its Meeting Materials for the Arrangement with Francisco Partners

Pursuant to the Arrangement, the Purchaser will acquire:

1. all of the issued and outstanding Blackline Shares, other than the Rollover Shares (as defined below) and Blackline Shares in respect of which dissent rights have been validly exercised and not withdrawn, for $9.00 in cash per Blackline Share (the "Cash Consideration") plus one (1) contingent value right (each a "CVR") per Blackline Share (the "CVR Consideration" and together with the Cash Consideration, the "Consideration") that will entitle the holder thereof to a potential additional cash payment of up to $0.50 per CVR if the Company achieves a certain annualized recurring revenue ("ARR") target in fiscal 2027; and
   
   
2. the Blackline Shares held or controlled by DAK Capital Inc. ("DAK"), Praesidio 11 Limited (the "Lowy Family Group") and Brad Gilewich (and certain of his affiliates), together with certain Blackline Shares held by Cody Slater (Chairman and Chief Executive Officer of the Company) (collectively, the "Rollover Shareholders" and such applicable Blackline Shares, the "Rollover Shares"), in exchange for securities of the Purchaser or an affiliate thereof.

Some of the key factors considered by the Board include:

• Meaningful Premium to the Market: Under the arrangement agreement dated April 7, 2026 between the Purchaser and Blackline (the "Arrangement Agreement"), Shareholders (other than the Rollover Shareholders in respect of their Rollover Shares) will receive Cash Consideration of $9.00 per Blackline Share (on closing of the Arrangement) and total Consideration of $9.50 per Blackline Share (assuming the maximum cash payment of the CVR) representing a:
  
  
  • 27% and 34% premium, respectively, to the closing price of the Blackline Shares on the Toronto Stock Exchange ("TSX") on April 7, 2026, the last trading date prior to announcement of the Arrangement; and
    
    
  • 28% and 35% premium, respectively, to the 20-day volume weighted average price per Blackline Share on the TSX as of the end of trading on April 7, 2026, the last trading date prior to announcement of the Arrangement.
    
    
• Certainty of Value & Immediate Liquidity: The Cash Consideration to be paid on closing of the Arrangement represents approximately 95% of the Consideration (assuming the maximum cash payment of the CVR) and provides Shareholders (other than the Rollover Shareholders in respect of their Rollover Shares) with certainty of value and immediate liquidity, which enables them to realize significant value for their interest in the Company.
  
  
• Performance-Based Upside: The CVR offers Shareholders the opportunity to realize additional value through a potential cash payment of up to $0.50 per CVR tied to ARR for fiscal 2027.
  
  
• Support from Directors, Officers and Largest Shareholders: The Rollover Shareholders, including several of the Company's largest Shareholders (collectively holding approximately 32% of the Blackline Shares), and other directors and senior officers holding approximately 2% of the Blackline Shares (collectively holding 34% of the Blackline Shares), have entered into voting and support agreements in favour of the Arrangement. In respect of the voting and support agreements entered into by each of DAK, the Lowy Family Group and Brad Gilewich and his affiliates, representing approximately 30% of the Blackline Shares, such voting and support agreements are considered "hard lock-up" agreements, and are irrevocable, subject to limited exceptions.
  
  
• Additional Support from Certain Rollover Shareholders: The amount of the Cash Consideration of $9.00 per Blackline Share, was, in part, made possible by the economic concessions made by certain Rollover Shareholders. DAK, the Lowy Family Group and Brad Gilewich and his affiliates agreed to roll over their respective Blackline Shares (representing an aggregate of 26,094,108 Blackline Shares) at an implied value of approximately $7.445 per Blackline Share. As a result, the non-Rollover Shareholders are able to receive approximately 21% greater value in the Cash Consideration relative to the consideration to be received by these Rollover Shareholders. The Rollover Shareholders, other than Cody Slater, also agreed to forego any entitlement to CVRs receivable pursuant to the Arrangement (representing up to $13,047,054 of potential additional future consideration foregone). Additionally, in order to provide incremental financing to the Arrangement to bridge the consideration shortfall for the cash the Purchaser was willing to pay pursuant to the Arrangement, these Rollover Shareholders have agreed to contribute an aggregate of $45 million to help fund a portion of the Cash Consideration payable at closing of the Arrangement. In doing so, these Rollover Shareholders have foregone upfront value and entitlements that they would have otherwise received had their Blackline Shares been valued at the same price as the non-Rollover Shareholders pursuant to the Arrangement, have agreed to contribute funds to satisfy a portion of the Cash Consideration and have thereby assisted in maximizing the value delivered to non-Rollover Shareholders at closing of the Arrangement relative to what would otherwise have been available absent such arrangements (based on the maximum price and value the Purchaser was willing to provide in the Arrangement).
  
  
• Sale Process: The Company, as part of the strategic review, with the assistance of its financial advisor, Canaccord Genuity Corp. ("Canaccord Genuity") and under the supervision of the special committee (the "Special Committee") of the Board, conducted a robust sale process, beginning in January 2026, contacting 17strategic and financial counterparties, which resulted in the Arrangement and which did not identify any alternative proposals offering superior value, terms, or certainty of completion.
  
  
• Other Available Alternatives: The Special Committee and the Board believe the Arrangement is an attractive proposition for the Shareholders relative to the status quo and other alternatives reasonably available to the Company, taking into account the current and anticipated opportunities and risks and uncertainties associated with the Company's business, affairs, operations, industry and prospects, including the execution risks associated with its standalone strategic plan, the Company's competitive position, the current and anticipated macroeconomic and geopolitical environment, including risks associated with the United States-Israel-Iran war and its potential impact on customer purchasing decisions, the current and anticipated risks with Canadian equity markets, including broader market dislocation affecting valuations of software and technology businesses, and the sensitivity of the software-as-a-service (SaaS) sector to trends impacting key end markets, technology partners and vendors. There is no assurance that the continued operation of the Company under its current business model and pursuit of future business plan would yield equivalent or greater value for non-Rollover Shareholders compared to that available under the Arrangement.
  
  
• Formal Valuation: The receipt of the formal valuation of the Blackline Shares and the CVR contained within the formal valuation and fairness opinion from CIBC World Markets Inc. ("CIBC Capital Markets"), independent valuator to the Special Committee (the "CIBC Formal Valuation and Fairness Opinion"), which concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, and limitations and qualifications set forth therein, as of April 7, 2026, the fair market value of the Blackline Shares was in the range of $8.15 to $11.10 per Blackline Share and the fair market value of each of the CVRs was in the range of $0 to $0.40 per CVR.
  
  
• Fairness Opinions: The receipt of the fairness opinion contained within the CIBC Formal Valuation and Fairness Opinion from CIBC Capital Markets, and the fairness opinion from Canaccord Genuity (the "Canaccord Genuity Fairness Opinion"), financial advisor to the Special Committee, which concluded that:
  
  
  • in respect of the CIBC Formal Valuation and Fairness Opinion, as of April 7, 2026, and based upon and subject to the assumptions, qualifications, limitations, and other matters set forth therein, the Consideration to be received by Shareholders (other than the Rollover Shareholders) pursuant to the Arrangement Agreement was fair, from a financial point of view, to such Shareholders; and
    
    
  • in respect of the Canaccord Genuity Fairness Opinion, as of April 7, 2026, and based upon and subject to the review, assumptions, qualifications, explanations, limitations and other matters described therein, and such other matters that Canaccord Genuity considered relevant, the Consideration to be received by Shareholders (other than the Rollover Shareholders in respect of their Rollover Shares) pursuant to the Arrangement was fair, from a financial point of view, to such Shareholders.
    
    
• Minority Vote and Court Approval Required: The Arrangement must be approved by a majority of the votes cast by Shareholders, excluding the Blackline Shares held by the Rollover Shareholders and any other Shareholders required to be excluded from such vote in the context of a "business combination" pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, and two-thirds of the votes cast by all Shareholders. The Arrangement must also be approved by the Court of King's Bench of Alberta (the "Court").
  
  
• Right of Shareholders to Dissent: Shareholders will be entitled to dissent with respect to the Arrangement and have the Court determine the fair value of their Blackline Shares. The Purchaser is not entitled to terminate the Arrangement due to the exercise of dissent rights unless holders of more than 7.5% of the Blackline Shares validly exercise such rights.
  
  
• Special Committee and Board Oversight: The Arrangement and the Arrangement Agreement are the result of a robust sale process and a comprehensive negotiation process that was undertaken at arm's length with the oversight and participation of the Special Committee as advised by independent and highly qualified legal and financial advisors, which resulted in an agreement with terms and conditions that provide the Shareholders with significant, immediate and certain value, on terms that are reasonable in the judgment of the Special Committee and the Board in the circumstances.
  
  
• High Likelihood of Completion: Francisco Partners is a large, credible and reputable private equity sponsor, with demonstrated creditworthiness and the ability to fund and successfully complete transactions. The Arrangement is subject to a limited number of customary conditions (which do not include any financing or due diligence conditions) that the Special Committee and Board believe are reasonable in the circumstances.
  
  
• Ability to Respond to Superior Proposals: The Arrangement Agreement preserves the Board's ability to consider, respond to, and ultimately accept an unsolicited bona fide "superior proposal", subject to certain criteria, compliance with fiduciary duties, a defined matching period in favour of the Purchaser, and customary deal protection provisions.
  
  
• Reasonable Break Fee and Reverse Break Fee: The break fee payable by the Company of $30.6 million, being equal to approximately 3.8% of the Cash Consideration equity value, is only payable in limited customary circumstances, such as where the Arrangement Agreement is terminated as a result of Blackline accepting a superior proposal, and the Company is entitled to a reverse break fee of $56.3 million, being equal to approximately 7.0% of the Cash Consideration equity value, in certain circumstances, including if the Arrangement Agreement is terminated by the Company as a result of the Purchaser's failure to fund, which the Special Committee and the Board have been advised, and believe, are reasonable in the circumstances.
  
  
• Stakeholder Considerations: The Special Committee and the Board considered the effect of the transaction with the Purchaser on the Company's stakeholders, including its Shareholders, employees, creditors, customers and partners weighing all stakeholder interests having regard to the best interests of the Company.

Vote Today
The proxy voting deadline is June 11, 2026 at 9:00 a.m. (Calgary time). Shareholders are encouraged to vote well in advance of the proxy voting deadline to ensure your vote is submitted in a timely manner. Shareholders may vote online, by telephone or by any other methods provided in the form or proxy or voting instruction form, which have been included as part of the Meeting Materials.

Letter of Transmittal
Registered Shareholders will also receive a letter of transmittal ("LOT") with their Meeting Materials, which LOT must be properly completed and returned together with any certificate(s) representing the Shareholder's Blackline Shares, if applicable, and all other required documents in order to receive the Consideration under the Arrangement.

Shareholder Questions & Voting Assistance
Shareholders with questions or who require voting assistance may contact Blackline's proxy solicitation agent:
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Outside North America: 1-416-304-0211
Text Message: Text "INFO" to 1-416-304-0211 or 1-877-452-7184
Email: assistance@laurelhill.com

About Blackline Safety: Blackline Safety is a technology leader driving innovation in the industrial workforce through IoT (Internet of Things). With connected safety devices and predictive analytics, Blackline enables companies to drive towards increased safety and improved operational performance. Blackline provides wearable devices, personal and area gas monitoring, cloud-connected software and data analytics to meet demanding safety challenges and enhance overall productivity for organizations with customers in more than 75 countries. Armed with cellular and satellite connectivity, Blackline provides a lifeline to tens of thousands of people, having reported over 323 billion data-points and initiated over eight million emergency alerts. For more information, visit blacklinesafety.com and connect with us on Facebook, X, LinkedIn and Instagram.

Note Regarding Forward-Looking Statements
This news release contains forward-looking statements and forward-looking information (collectively "forward-looking information") within the meaning of applicable securities laws. These statements relate to future events or the Company's future performance. All statements other than statements of historical fact may be forward-looking statements. The use of any of the words "estimate", "will", "would", "believe", "plan", "expected", "potential", and similar expressions are intended to identify forward-looking statements. In particular, and without limiting the foregoing, this news release contains forward-looking statements with respect to: the date and time of the Meeting; the anticipated benefits and results of the Arrangement, including that it provides Shareholders with the opportunity to realize immediate value and certain liquidity at a significant premium to recent trading levels and that the Arrangement will provide Blackline with access to additional capital and strategic resources to support its long-term growth under private ownership; the possibility that Shareholders will receive a potential cash payment of up to $0.50 per CVR and the timing of such payment; the intention of the Rollover Shareholders to forego any CVR Consideration; the intention of the Rollover Shareholders and the Purchaser to exchange the Rollover Shares for securities of the Purchaser or an affiliate of the Purchaser; that there is a high likelihood of completion of the Arrangement; that registered Shareholders will receive an LOT with their Meeting Materials; and other similar statements.

Blackline provided such forward-looking information in reliance on certain expectations and assumptions that it believes are reasonable at the time.

The material assumptions on which the forward-looking information in this news release are based, and the material risks and uncertainties underlying such forward-looking information, include: the satisfaction of the conditions to the Arrangement in the Arrangement Agreement and the risk that such conditions are not satisfied, or to the extent permitted, waived, including the approval of the Arrangement at the Meeting and the approval of the Court and other third-party approvals required to be obtained within expected timelines; the risk that no additional cash consideration will be payable in respect of the CVR; risk that the Arrangement may be varied, accelerated or terminated in certain circumstances and the consequences thereof; the accuracy of and reliance on the CIBC Formal Valuation and Fairness Opinion and the Canaccord Genuity Fairness Opinion; the continuation of the United States-Canada-Mexico Agreement and other applicable trade agreements; the effects of hostilities in the Middle East and elsewhere; that future business, regulatory, and industry conditions will be within the parameters expected by Blackline, including with respect to prices, margins, demand, supply, product availability, supplier agreements, availability, and cost of labour and interest, exchange, and effective tax rates; projected capital investment levels, the flexibility of capital spending plans, and associated sources of funding; cash flows, cash balances on hand, and access to the Company's credit facility being sufficient to fund capital investments; foreign exchange rates; near-term pricing and continued volatility of the market; accounting estimates and judgments; the ability to generate sufficient cash flow to meet current and future obligations; the Company's ability to obtain and retain qualified staff and equipment in a timely and cost-efficient manner; the Company's ability to carry out transactions on the desired terms and within the expected timelines; forecast inflation, including on the Company's components for its products, regulatory changes, supply chain disruptions, macroeconomic conditions, United States-Canada tariffs, the impacts of the military conflicts on the global economy; and other assumptions, risks, and uncertainties described from time to time in the filings made by Blackline with securities regulatory authorities.

Although Blackline believes that the expectations and assumptions on which such forward-looking information is based are reasonable, undue reliance should not be placed on the forward-looking information because Blackline can give no assurance that they will prove to be correct. Forward-looking information addresses future events and conditions, which by their very nature involve inherent risks and uncertainties, including the risks set forth above and as discussed in Blackline's Management's Discussion and Analysis and Annual Information Form for the year ended October 31, 2025 which are available on SEDAR+ at www.sedarplus.ca. Blackline's actual results, performance or achievements could differ materially from those expressed in, or implied by, the forward-looking information and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits Blackline will derive therefrom. Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide readers with a more complete perspective on Blackline's future operations and such information may not be appropriate for other purposes. Readers are cautioned that the foregoing lists of factors are not exhaustive. These forward-looking statements are made as of the date of this press release and Blackline disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

The information contained herein concerning the Purchaser and its affiliates, including but not limited to, all summaries of, and references to the agreements by which the Rollover Shareholders will sell their Rollover Shares including the contributions made by the Rollover Shareholders, have been provided by the Purchaser. Although Blackline has no knowledge that any statement contained herein taken from, or based on, the rollover agreements and such other documents, information or records provided by the Purchaser are untrue or incomplete, Blackline assumes no responsibility for the accuracy of the information contained therein and in such other documents, records or information or for any failure by the Purchaser to disclose events which may have occurred or may affect the significance or accuracy of any such information but which are unknown to Blackline.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260519437159/en/