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Losing out on the deal to sell Element AI to ServiceNow are CEO Jean-Francois Gagne, seen here at the CES tech show on Jan. 6, 2020, in Las Vegas, his wife and chief administrative officer Anne Martel, chief science officer Nick Chapados.John Locher/The Associated Press

Montreal startup Element AI Inc. was running out of money and options when it inked a deal last month to sell itself for US$230-milion to Silicon Valley software company ServiceNow Inc., a confidential document obtained by the Globe and Mail reveals.

Materials sent to Element AI shareholders Friday reveal that while many of its institutional shareholders will make most if not all of their money back from backing two venture financings, employees will not fare nearly as well. Many have been terminated and had their stock options cancelled.

Also losing out are co-founders Jean-François Gagné, the CEO, his wife Anne Martel, the chief administrative officer, chief science officer Nick Chapados and Yoshua Bengio, the University of Montreal professor known as a godfather of “deep learning,” the foundational science behind today’s AI revolution.

Between them, they owned 8.8 million common shares, whose value has been wiped out with the takeover, which goes to a shareholder vote Dec 29 with enough investor support already locked up to pass before the takeover goes to a Canadian court to approve a plan of arrangement with ServiceNow. The quartet also owns preferred shares worth less than US$300,000 combined under the terms of the deal.

The shareholder document, a management proxy circular, provides a rare look inside efforts by a highly hyped but deeply troubled startup as it struggled to secure financing at the same time as it was failing to live up to its early promises.

The circular states the US$230-million purchase price is subject to some adjustments and expenses which could bring the final price down to US$195-million.

The sale is a disappointing outcome for a company that burst onto the Canadian tech scene four years ago like few others, promising to deliver AI-powered operational improvements to a range of industries and anchor a thriving domestic AI sector. Element AI became the self-appointed representative of Canada’s AI sector, lobbying politicians and officials and landing numerous photo ops with them, including Prime Minister Justin Trudeau. It also secured $25-million in federal funding – $20-million of which was committed earlier this year and cancelled by the government with the ServiceNow takeover.

Element AI invested heavily in hype and and earned international renown, largely due to its association with Dr. Bengio. It raised US$102-million in venture capital in 2017 just nine months after its founding, an unheard of amount for a new Canadian company, from international backers including Microsoft Corp., Intel Corp., Nvidia Corp., Tencent Holdings Ltd., Fidelity Investments, a Singaporean sovereign wealth fund and venture capital firms.

Element AI went on a hiring spree to establish what the founders called “supercredibility,” recruiting top AI talent in Canada and abroad. It opened global offices, including a British operation that did pro bono work to deliver “AI for good,” and its ranks swelled to 500 people.

But the swift hiring and attention-seeking were at odds with its success in actually building a software business. Element AI took two years to focus on product development after initially pursuing consulting gigs. It came into 2019 with a plan to bring several AI-based products to market, including a cybersecurity offering for financial institutions and a program to help port operators predict waiting times for truck drivers.

It was also quietly shopping itself around. In December 2018, the company asked financial adviser Allen & Co LLC to find a potential buyer, in addition to pursuing a private placement, the circular reveals.

But Element AI struggled to advance proofs-of-concept work to marketable products. Several client partnerships faltered in 2019 and 2020.

Element did manage to reach terms for a US$151.4-million ($200-million) venture financing in September, 2019 led by the Caisse de dépôt et placement du Québec and backed by the Quebec government and consulting giant McKinsey and Co. However, the circular reveals the company only received the first tranche of the financing – roughly half of the amount – at the time, and that it had to meet unspecified conditions to get the rest. A fairness opinion by Deloitte commissioned as part of the sale process estimated Element AI’s enterprises value at just US$76-million around the time of the 2019 financing, shrinking to US$45-million this year.

“However, the conditions precedent the closing of the second tranche … were not going to be met in a timely manner,” the circular reads. It states “new terms were proposed” for a round of financing that would give incoming investors ranking ahead of others and a cumulative dividend of 12 per cent on invested capital and impose “other operating and governance constraints and limitations on the company.” Management instead decided to pursue a sale, and Allen contacted prospective buyers in June.

As talks narrowed this past summer to exclusive negotiations with ServiceNow, “the company’s liquidity was diminishing as sources of capital on acceptable terms were scarce,” the circular reads. By late November, it was generating revenue at an annualized rate of just $10-million to $12-million, Deloitte said.

As part of the deal – which will see ServiceNow keep Element AI’s research scientists and patents and effectively abandon its business – the buyer has agreed to pay US$10-million to key employees and consultants including Mr. Gagne and Dr. Bengio as part of a retention plan. The Caisse and Quebec government will get US$35.45-million and US$11.8-million, respectively, roughly the amount they invested in the first tranche of the 2019 financing.

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