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

• Your vote is important – vote today.
• The Board unanimously recommends that Shareholders vote FOR the Arrangement with Francisco Partners.
• Shareholder questions or need voting assistance? Please contact Laurel Hill Advisory Group by email at [email protected], or by texting “INFO” to, or calling, 1-877-452-7184 (North American toll-free) or 1-416-304-0211 (outside North America).

The Meeting Materials have been mailed to Shareholders and can also be accessed online on Blackline’s website at https://investors.blacklinesafety.com/shareholder-special-meeting and on Blackline’s SEDAR+ profile at www.sedarplus.ca.

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Shares (as defined below) and Blackline Shares in respect of which dissent rights have been validly exercised and not withdrawn, for $9.00 in cash per Blackline Share (the “Cash Consideration“) plus one (1) contingent value right (each a “CVR“) per Blackline Share (the “CVR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.

• 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 17 strategic 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.