TORONTO, Feb. 28, 2025 (GLOBE NEWSWIRE) — Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS; OTCQX: QUISF), a premier Microsoft Cloud and AI solutions provider, is pleased to announce that its shareholders (the “Shareholders”) approved the special resolution authorizing the proposed acquisition of Quisitive by an affiliate of funds managed by H.I.G. Capital, LLC pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
The special resolution approving the Arrangement was approved by (i) 98.55% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the special meeting (the “Meeting”) to consider the Arrangement, and (ii) 98.29% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting other than the votes attached to shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. A total of 223,102,791 votes were cast by Shareholders, representing approximately 80.50% of the votes attached to all the outstanding shares of the Company as at the record date of the Meeting.
Under the terms of the Arrangement, Shareholders will receive cash consideration of C$0.57 for each share held (the “Consideration”), other than those shares held by the “rollover shareholders” that are being exchanged for share consideration. Further details regarding the Arrangement, including information regarding payment of the Consideration, can be found in the Company’s management information circular dated January 28, 2025 (the “Circular”). The Circular and accompanying letter of transmittal (the “Letter of Transmittal”) are available under the Company’s profile at www.sedarplus.com. Registered Shareholders who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s) / DRS advice(s) representing their shares and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal.
Quisitive will seek a final order of the Supreme Court of British Columbia to approve the Arrangement at a hearing expected to be held on March 4, 2025. The Arrangement is expected to close on or about March 11, 2025, provided all the customary closing conditions set forth in the agreement governing the Arrangement are satisfied or waived.
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.
Forward-Looking Information
Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. More particularly and without limitation, this press release contains forward-looking statements and information regarding the Arrangement, including the timing for completion of the Arrangement and receiving the required court approvals. Except as may be required by Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from the Company’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, the Company cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits the Company will derive from them.
In respect of forward-looking statements and information concerning the anticipated timing of the completion of the Arrangement, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the Company to receive the necessary court approval; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the Arrangement. The anticipated dates indicated may change for a number of reasons, including the necessity to extend the time limits for satisfying the other conditions for the completion of the Arrangement. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the Arrangement will be completed or that it will be completed on the terms and conditions contemplated in this press release. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.
Risks and uncertainties inherent in the nature of the Arrangement include, without limitation, the failure of the parties to obtain the necessary court approval or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to satisfy such conditions in a timely manner; the Purchaser’s ability to complete the anticipated debt and equity financing as contemplated by applicable commitment letters or to otherwise secure favourable terms for alternative financing; significant transaction costs or unknown liabilities; the failure to realize the expected benefits of the Arrangement; and general economic conditions. Failure to obtain the necessary court approval, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the dedication of substantial resources by the Company to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Quisitive Contacts:
Tami Anders
Chief of Staff
tami.anders@quisitive.com
972.573.0995
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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