TORONTO, May 13, 2024 /CNW/ - Genifi inc. (TSXV:GNFI) ("genifi" or the "Company") announced today that at the request of the Ontario Securities Commission it is providing certain additional background information in respect of the proposed privatization transaction described in the Company's press release and the Company's information circular (the "Circular"), each dated April 22, 2024 filed on SEDAR+ at www.sedarplus.ca.
Earnout
As noted in the Circular, the Company will be entitled to receive an earnout (the "Earnout") payment from UST Global (Canada) Inc. in respect of the sale of TCB Corporation that took place in January 2023. The Earnout is to be calculated based on the achievement of certain revenue and EBITDA targets between the date of the sale and June 30, 2024 with the payment to be made within 60 days of the end of the earnout period.
The special committee of the board of directors formed to review the transaction (the "Special Committee") did not believe it was advisable to wait for the final determination of the Earnout amount before entering into the privatization agreement and putting the transaction before shareholders for approval for a number of reasons including, without limitation, (i) given the timing of the earnout payment, waiting for the final determination would entail waiting for up to an additional four months (and potentially longer if there was a disagreement regarding the amount of the Earnout) during which time the Company would be incurring expenses associated with being a public company which would negatively impact the ultimate purchase price; (ii) there was no guarantee that Mr. Beckerman would leave the offer open at the proposed purchase price (or agree to complete the transaction at all) until the time the Earnout was finalized; (iii) the Special Committee was comfortable with the estimate of the Earnout that was used by Evans & Evans in the preparation of its fairness opinion and believed that waiting for the final figure was not worth the risk of potentially losing the transaction and/or ending up with a lower purchase price as a result of the delay and/or the final Earnout figure; and (iv) the audit of the financial statements for the year ended December 31, 2023 provided the Special Committee with additional comfort as the value of the Earnout placed on the audited balance sheet was reviewed by the Company's auditors as part of their audit and found to be in line with the estimate provided by Evans & Evans.
Voting Trust
As noted in the Circular, Mr. Beckerman had previously entered into a voting trust agreement with a number of arm's length shareholders currently holding an aggregate of 15,527,274 common shares of the Company ("Common Shares") . These agreements provide Mr. Beckerman with the right to vote such Common Shares on matters put before the shareholders. Given that Beckerman is an interested party in the proposed transaction and that the transaction will have a fundamental impact on the rights of shareholders, Mr. Beckerman agreed that he will not direct the voting of the 15,257,274 Common Shares that are otherwise subject to the voting trust agreement and will permit such arm's length shareholders to vote the Common Shares in respect of the transaction in their sole discretion.
It was determined that the waiver of the voting trust was reasonable in the context of the proposed transaction for the following reasons: (i) the holders of the Common Shares that are parties to the agreement are arm's length parties to Mr. Beckerman and not acting jointly and/or in concert with Mr. Beckerman; (ii) when the voting trust agreements were entered into it was never intended that the voting trust agreement would take away what, in the case of the proposed transaction, amounts to a decision as to whether or not to dispose of the Common Shares and if the proposed transaction had been structured as an insider bid or other type of share purchase, then these holders would be entitled to make a decision in respect of their securities; (iii) although the counterparties to the voting trust agreement have contractually agreed to allow Mr. Beckerman to vote their Common Shares, the proxies and meeting materials for these shares are still sent directly to the holders (or their brokers) and in respect of past shareholders meetings Mr. Beckerman has not been strictly enforcing this agreement due to, among other things, the responsiveness of the counterparties for requests for access to the proxies; and (iv) where counterparties to the voting trust agreements hold their shares through a broker it will not be possible to determine if their shares have been voted for or against the transaction making it impossible to know whether to remove votes from the vote count for the meeting.
Transaction Structure
The Company confirms that the structure of the proposed transaction (i.e. a share consolidation) was proposed by Mr. Beckerman when he brought forward the transaction to the Company's board of directors.
Liquidation Estimate
As referenced in the Circular, Evans & Evans in preparing the fairness opinion indicated a range of values for the Company in the liquidation scenario. The Company confirms that the Special Committee was aware of this range when negotiating the terms of the privatization agreement with Mr. Beckerman.
About genifi inc.: Genifi (formerly Prodigy Ventures) delivers Fintech innovation, with its cutting-edge platforms: IDVerifact for digital identity verification, and tunl.chat for generative AI chat. Genifi has been recognized as one of Canada's fastest-growing companies and is committed to driving innovation in the Fintech industry.
Forward-Looking and Cautionary Statements
Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. Forward looking information includes without limitation, statements regarding the completion of the going private transaction. Although genifi believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. The forward-looking information is based on certain assumptions, which could change materially in the future, including the assumption that the Company is able to effect the privatization using the proposed method, the Company is able to obtain the necessary regulatory and shareholder approvals, the parties are able to satisfy or waive, if waiver is possible, the conditions to completing the transaction. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in genifi's Management's Discussion and Analysis for the period ended December 31, 2023, a copy of which is filed on SEDAR+ at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, genifi does not intend, or assume any obligation, to update these forward-looking statements.
Neither 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 release.
