Quisitive announces closing of $ 62.6 million financing transactions
THIS PRESS RELEASE IS FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR BROADCAST USE IN THE UNITED STATES TORONTO, April 08, 2021 (GLOBE NEWSWIRE) – Quisitive Technology Solutions , Inc. (“Quisitive” or the “Company”) (TSXV: QUIS), a leading provider of Microsoft solutions, announces that it has completed its binding takeover bid of 38,410,000 subscription receipts (the “ subscription receipts ”), which includes the full exercise of the grant option, at a price of C $ 1.50 per subscription receipt (the“ offering price ”) for gross proceeds of approximately $ 57.6 million. of Canadian dollars (the “Offer”), and Concurrent Private Placement (the “Concurrent Private Placement”) with FAX Capital Corp (“FAX”) of 3,333,333 subscription receipts at the offering price for gross proceeds of 5 $ 000,000 CAN. The Offer and Concurrent Private Placement were completed in connection with the proposed acquisition by Quisitive of BankCard USA Merchant Services, Inc., an established all-in-one commercial payment services provider (the “Transaction”). The Company intends to use the net proceeds of the Offer and the Concurrent Private Placement to fund, in part, the cash consideration of the Transaction, as further described in the prospectus supplement (the “Prospectus Supplement” ) of the Company dated March 31, 2021. The offering was conducted by a syndicate of underwriters co-led by Scotiabank, Eight Capital, Canaccord Genuity Corp, (collectively the “Joint Bookkeepers”) and Desjardins Securities Inc. ., including Raymond James Ltd., Echelon Wealth Partners Inc. and Beacon Securities Limited (collectively, with the Joint Bookrunners, the “Underwriters”). The gross proceeds of the Offering and the Concurrent Private Placement, less 50% of the Underwriters’ Fee, 50% of the Capital Commitment Fee payable to FAX, and the expenses of the Underwriters and FAX, have been placed in receivership. from Computershare Trust Company. of Canada (the “Subscription Receipt Agent”). The cash proceeds will be released from escrow and each subscription receipt will be converted into one common share of the Company upon satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), including including the satisfaction of all the conditions precedent to the completion of the Transaction other than the payment of the price of the counterparty, in accordance with the terms of a subscription receipt agreement concluded today between the Company, the Receiving Agent of Subscription and the Associated Bookrunners (the “Subscription Receipt Agreement”). If the escrow release conditions are met on or before June 30, 2021 (the “termination date”), the escrow funds (less the balance of the remaining Underwriters’ Fee and Expenses and the Undertaking Fee of FAX capital), as well as the interest earned thereon, will be remitted to the Company. If the escrow release conditions are not met prior to the termination date, the funds in escrow, together with any interest earned thereon, will be pro-rated to the holders of the subscription receipts, and the subscription receipts will be pro-rated. canceled and will not have additional force and effect. Subscription receipts issued in connection with the offering are expected to be listed and posted for trading on the TSX Venture Exchange (“TSXV”) under the symbol “QUIS.R” on or about Tuesday April 13, 2021. were eligible for trading. distribution in accordance with the prospectus supplement and a short form base shelf prospectus (the “base shelf prospectus”) dated June 12, 2020, filed in each of the provinces and territories of Canada, and offered and sold outside Canada on a private placement base. The Prospectus Supplement, the Base Shelf Prospectus, including the documents incorporated by reference therein, and the Subscription Receipt Agreement, are available on the Company’s Issuer Profile on SEDAR at www.sedar .com. In connection with the Offering and assuming the escrow release conditions are satisfied prior to the termination date, the Underwriters will receive a total cash commission of approximately C $ 3,456,900 and the Company will pay fees totaling 350 CA $ 000 in the Concurrent Private Placement. The securities issued within the framework of the Concurrent Private Placement are subject to a statutory holding period of four months from the date of issue of the subscription receipts. The securities mentioned in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”), or any national securities law and may not be offered or sold in the United States or to, or on behalf of or for the benefit of “US Persons” (as that term is defined in Regulation S of the US Securities Act) in the absence of a such registration or an applicable exemption from the registration requirements of the US Securities Act. This press release does not constitute an offer to sell securities for sale, nor a solicitation of offers to purchase securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements. For more information contact: Quisitive Technology Solutions, Inc. Mike Reinhart, CEO and Director: [email protected]: 972.573.0995 About Quisitive: Quisitive (TSXV: QUIS) is a leading Microsoft partner global that leverages the Microsoft platform and complementary technologies, including custom solutions and first-party offerings, to drive transformational impact for business customers. Our Cloud Solutions business is focused on helping businesses move, operate, and innovate across the three Microsoft clouds. Centered on our LedgerPay suite of products, our payment solutions business leverages the Microsoft Azure cloud to transform the payment processing industry into a whole new source of customer engagement and consumer value. Quisitive serves customers around the world from nine employee hubs around the world. For more information, visit www.quisitive.com and follow @BeQuisitive. Caution Regarding Forward-Looking Information This press release contains certain “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws regarding Quisitive and its business. Any statement that involves discussions regarding predictions, expectations, beliefs, plans, projections, goals, assumptions, events or future performance (often but not always using expressions such as “expects” , or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “planned”, “foresees”, “estimates”, “believes” or intended ”or variations of such words and expressions or indicating that certain actions, events or results“ could ”or“ could, “would”, “could” or “will” be supposed to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based on a number of estimates and assumptions which, although considered reasonable, are subject to risks, uncertainties and other known and unknown factors which may cause actual results and events to occur. futures differ materially from those expressed or implied. by these forward-looking statements. These forward-looking statements include, but are not limited to, statements relating to: the intended use of the proceeds of the Offer and the Concurrent Private Placement; Quisitive’s ability to meet the escrow release conditions; Quisitive’s ability to complete the transaction and the anticipated timing of commencement of trading of the subscription receipts issued under the offer. The risks and uncertainties that may affect forward-looking statements, or the important factors or assumptions used in preparing such forward-looking information, are described under the “Caution Concerning Forward-Looking Information” and “Risk Factors” sections of the Prospectus Supplement. in relation to the Offer and the Transaction, and the factors described under the heading “Risk factors” of the Company’s annual information form dated May 15, 2020, each of which is available under the issuer profile of the Company on SEDAR at www.sedar.com. There can be no assurance that forward-looking information, or the material factors or assumptions used in developing such forward-looking information, will prove to be correct. The Company assumes no obligation to publicly post revisions to update any voluntary forward-looking statement, except as required by applicable securities law. Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of TSXV) accepts responsibility for the adequacy or accuracy of this release.