Independent Proxy Advisory Firms Recommend Converge Technology Solutions Shareholders Vote For the Proposed Acquisition by an Affiliate of H.I.G. Capital
TORONTO and GATINEAU, QC, March 25, 2025 /CNW/ - Converge Technology Solutions Corp. ("Converge" or the "Company") (TSX: CTS) (FSE: 0ZB) (OTCQX: CTSDF) is pleased to announce that two leading independent proxy advisory firms, including Institutional Shareholder Services Inc. ("ISS"), have recommended that holders (the "Shareholders") of common shares of Converge (the "Shares") vote "FOR" the special resolution approving the previously announced statutory plan of arrangement under Section 192 of the Canada Business Corporations Act (the "Arrangement") between Converge and 16728421 Canada Inc. ("the Purchaser"), an affiliate of H.I.G. Capital ("H.I.G."), pursuant to which all of the issued and outstanding Shares will be acquired by the Purchaser for cash consideration of C$5.50 per Share, other than certain Shares held by certain Shareholders who entered into rollover equity agreements with the Purchaser and its affiliates.
The ISS report states that, among other things, "in this circumstance, shareholders are presented with an attractive cash offer that represents a healthy premium to the unaffected price, and the sale process (including valuation) appear credible."
Converge Board and Special Committee Recommendations
The board of directors of Converge (the "Board") (with an interested director abstaining) and the special committee of the Board unanimously recommend that Shareholders vote "FOR" the Arrangement.
Full details of the proposed Arrangement, including voting instructions, are set out in the Company's management information circular dated March 10, 2025 (the "Circular") and related proxy materials in respect of the upcoming special meeting of Shareholders (the "Meeting"), which are filed under Converge's profile on SEDAR+ (https://www.sedarplus.ca) as well as on Converge's website at https://convergetp.com/investor-relations/special-meeting-vote/.
Vote Today
Shareholders are encouraged to read the Circular and vote well in advance of the proxy voting deadline of 11:00 a.m. (Toronto time) on April 8, 2025.
Meeting Details
The Meeting will be held in a virtual-only meeting format on April 10, 2025, at 11:00 a.m. (Toronto time) via audio webcast at https://meetnow.global//MWUKHQ6.
Shareholder Questions & Voting Assistance
Shareholders who have questions about voting their Shares or require assistance may contact Laurel Hill Advisory Group, Converge's proxy solicitation agent and Shareholder communications advisor, as follows:
Laurel Hill Advisory Group Toll Free: 1-877-452-7184 (for Shareholders in North America) International: +1 416-304-0211 (for Shareholders outside Canada and the US) By Email: assistance@laurelhill.com
About Converge Converge Technology Solutions Corp. is reimagining the way businesses think about IT—a vision driven by people, for people. Since 2017, we've focused on delivering outcomes-driven solutions that tackle human- centered challenges. As a services-led, software-enabled, IT & Cloud Solutions provider, we combine deep expertise, local connections, and global resources to deliver industry-leading solutions.
Through advanced analytics, artificial intelligence (AI), cloud platforms, cybersecurity, digital infrastructure, and workplace transformation, we empower businesses across industries to innovate, streamline operations, and achieve meaningful results. Our AIM (Advise, Implement, Manage) methodology ensures solutions are tailored to our customers' specific needs, aligning with existing systems to drive success without complexity.
Discover IT reimagined with Converge—where innovation meets people. Learn more at convergetp.com.
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 legislation regarding Converge and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.
Specifically, the anticipated timing of the Meeting and other statements that are not statements of historical facts are considered forward-looking information. The forward-looking information are based on management's opinions, estimates and assumptions, including, but not limited to: assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court and shareholder approvals; 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 in this press release may change for a number of reasons, including, but not limited to, the necessity to extend the time limits for satisfying the other conditions for the completion of the Arrangement or the obligation of the Board to consider and, if deemed advisable, approve, subject to compliance by the Company of its obligations under the arrangement agreement dated February 6, 2025 between the Company and the Purchaser (the "Arrangement Agreement"), any Superior Proposals (as defined in the Arrangement Agreement) received by the Company. While these opinions, estimates and assumptions are considered by the Company to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information.
The forward-looking information are subject to significant risks including, without limitation: the obligation of the Board to consider and, if deemed advisable, approve, subject to compliance by the Company of its obligations under the Arrangement Agreement, any Superior Proposals received by the Company; the occurrence of any event, change or other circumstances that could give rise to the termination of the Arrangement Agreement; and general economic conditions.
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.
There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents the Company's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.
All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.
