TORONTO, Jan. 02, 2025 (GLOBE NEWSWIRE) — Quisitive Technology Solutions Inc. (TSXV: QUIS; OTCQX: QUISF), a premier Microsoft Cloud and AI solutions provider, today announced that on December 31, 2024 it entered into an arrangement agreement pursuant to which an affiliate of H.I.G. Capital will acquire all of the issued and outstanding common shares of the Company. Under the terms of the Arrangement Agreement, shareholders will receive C$0.57 per Share in cash, other than Shares held by certain employees who enter into equity rollover agreements. The purchase price of the Transaction represents a total equity value of approximately C$169.1 million. The purchase price per Share further represents a 57.1% premium to the 20-day volume-weighted average price per share for the period ending on December 31, 2024, and a 52.0% premium to the closing price on the TSX Venture Exchange on December 31, 2024.
Mike Reinhart, the Founder and Chief Executive Officer of Quisitive, said, “We are incredibly grateful for the public markets’ support over the past six years, which helped establish a solid foundation for Quisitive’s growth. Looking ahead, we are pleased to partner with H.I.G., leveraging this strong platform to drive accelerated organic expansion and strategic investments in the business that ultimately benefit our customers.”
Nick Lim, Chair of the special committee of independent directors of Quisitive (the “Special Committee”), said, “Following a comprehensive strategic review, the Special Committee of the Board of Directors unanimously concluded that this transaction offers the most compelling opportunity to maximize value for Quisitive’s shareholders. We are confident that the transaction delivers a favorable and certain return, reflecting both the current strength of the Company and the potential it has built over time.”
The Transaction is the result of a review of strategic alternatives for the Company, considering the interests of all stakeholders, including shareholders, clients, partners and employees, undertaken by the Special Committee. The review resulted in a comprehensive process focused on maximizing value for Quisitive’s shareholders and involved discussions with a broad range of potential strategic buyers and financial sponsors. The Transaction is the outcome of that process and is unanimously supported by the Board of Directors (the “Board”) of Quisitive (with an interested director abstaining). Each of William Blair & Company, L.L.C. and Canaccord Genuity Corp. has provided the Board and the Special Committee, respectively, with an opinion to the effect that, as of December 29, 2024, the consideration to be received by the holders of Shares (other than the Rollover Shareholders) in the Transaction is fair, from a financial point of view, to such holders, in each case subject to the respective limitations, qualifications, assumptions, and other matters set forth in such opinions.
Transaction and Shareholder Meeting Details
The Transaction will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia). The completion of the Transaction will be subject to shareholder approval at a special meeting of the Company’s shareholders (the “Special Meeting”). Directors and officers, as well as certain shareholders of the Company, holding an aggregate of 84,226,447 Shares and representing approximately 30.4% of the voting rights attached to the Shares, have entered into customary agreements to vote their Shares in favour of the Transaction, subject to the terms thereof.
The Rollover Shareholders will roll certain of their Shares in the Company for equity interests in an affiliated entity of H.I.G and the Purchaser. All rollovers will occur at a value per Share equal to the cash purchase price. Further details will be provided in the Circular (as defined below).
Required shareholder approval for the Transaction will consist of a majority of the votes cast at the Special Meeting excluding those Shares held by the Rollover Shareholders and any other required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions, in addition to approval by 66 2/3% of all votes cast at the Special Meeting. The Transaction is also subject to the approval of the Supreme Court of British Columbia, in addition to certain regulatory approvals and closing conditions customary to a transaction of this nature. The Transaction is expected to close in the first quarter of 2025.
The Company expects to hold the Special Meeting of shareholders to consider the Transaction in March 2025 and to mail the management information circular for the Special Meeting (the “Circular”) in February 2025. Further details regarding the terms of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by the Company under its SEDAR+ profile at www.sedarplus.ca. Additional information regarding the terms of the Arrangement Agreement, the background to the Transaction, the rationale for the recommendations made by the Special Committee and the Board and how shareholders can participate in and vote at the Special Meeting will be provided in the Circular which will also be filed by the Company under its SEDAR+ profile at www.sedarplus.ca. Shareholders are urged to read these and other relevant materials when they become available.
Advisors
William Blair & Company, L.L.C. is acting as exclusive financial advisor to the Company and its Board of Directors. Canaccord Genuity Corp. was engaged as an independent financial advisor and provided a fairness opinion to the Special Committee. Cassels Brock & Blackwell LLP and Bass, Berry & Sims PLC are acting as legal counsel to the Company.
Weil, Gotshal & Manges LLP and Stikeman Elliott LLP are acting as legal advisors to H.I.G. Capital and the Purchaser.
About Quisitive
Quisitive is a premier, global Microsoft partner leveraging the power of the Microsoft cloud platform and artificial intelligence, alongside custom and proprietary technologies, to drive transformative outcomes for its customers. The Company focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate, and thrive in the era of AI. For more information, visit www.Quisitive.com and follow @BeQuisitive.
