THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, April 08, 2021 (GLOBE NEWSWIRE) — Quisitive Technology Solutions, Inc. (“Quisitive” or the “Company”) (TSXV: QUIS), a premier Microsoft solutions provider, announces that it has completed its previously announced bought deal public offering of 38,410,000 subscription receipts (the “Subscription Receipts”), which includes the full exercise of the over-allotment option, at a price of C$1.50 per Subscription Receipt (the “Offering Price”) for gross proceeds of approximately C$57.6 million (the “Offering”), 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 C$5,000,000.
The Offering 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 merchant payment services provider (the “Transaction”). The Company expects to use the net proceeds from the Offering and the Concurrent Private Placement to fund, in part, the cash consideration for the Transaction, as more fully 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 Bookrunners”) and Desjardins Securities Inc., and including Raymond James Ltd., Echelon Wealth Partners Inc., and Beacon Securities Limited (collectively, with the Joint Bookrunners, the “Underwriters”).
The gross proceeds from the Offering and the Concurrent Private Placement, less 50% of the Underwriters’ commission, 50% of the capital commitment fee payable to FAX, and the expenses of the Underwriters and FAX, have been placed into escrow with Computershare Trust Company of Canada (the “Subscription Receipt Agent”). The cash proceeds will be released from escrow and each Subscription Receipt will convert into one common share of the Company upon the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), including the satisfaction of all conditions precedent to the completion of the Transaction other than the payment of the consideration price, in accordance with the terms of a subscription receipt agreement entered into today between the Company, the Subscription Receipt Agent, and the Joint Bookrunners (the “Subscription Receipt Agreement”). If the Escrow Release Conditions are satisfied on or before June 30, 2021 (the “Termination Date”), the escrowed funds (less the balance of the remaining Underwriters’ commission and expenses, and FAX’s capital commitment fee), together with interest earned thereon, will be released to the Company. If the Escrow Release Conditions are not satisfied prior to the Termination Date, the escrowed funds, together with interest earned thereon, will be returned on a pro rata basis to the holders of the Subscription Receipts, and the Subscription Receipts will be cancelled and have no further force and effect.
The Subscription Receipts issued pursuant to the Offering are expected be listed and posted for trading on the TSX Venture Exchange (“TSXV”) under the symbol “QUIS.R” on or about Tuesday April 13, 2021.
The securities issued pursuant to the Offering were qualified for distribution pursuant to 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 of Canada on a private placement basis. The Prospectus Supplement, 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 aggregating C$350,000 in connection with the Concurrent Private Placement.
The securities issued pursuant to the Concurrent Private Placement are subject to a statutory hold period of four months from the date of issuance of the Subscription Receipts.
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The securities referred to in this news release have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, “U.S. Persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent such registration or an applicable exemption from the registration requirements of the U.S. Securities Act. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any 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, Chief Executive Officer and Director
Quisitive (TSXV: QUIS) is a premier, global Microsoft partner that harnesses the Microsoft platform and complementary technologies, including custom solutions and first-party offerings, to generate transformational impact for enterprise customers. Our Cloud Solutions business focuses on helping enterprises move, operate, and innovate in the three Microsoft clouds. Centering on our LedgerPay product suite, our Payments Solutions business leverages the Microsoft Azure cloud to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from nine employee hubs across the world. For more information, visit www.quisitive.com and follow @BeQuisitive.
Cautionary Note Regarding Forward Looking Information
This news release contains certain “forward‐looking information” and “forward‐looking statements” (collectively, “forward‐looking statements”) within the meaning of applicable Canadian securities legislation regarding Quisitive 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. Forward‐looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. These forward-looking statements include, but are not limited to, statements relating to: the anticipated use of proceeds from the Offering and the Concurrent Private Placement; the ability of Quisitive to satisfy the Escrow Release Conditions; the ability of Quisitive to consummate the Transaction, and the contemplated timing for the commencement of trading of the Subscription Receipts issued pursuant to the Offering.
The risks and uncertainties that may affect forward-looking statements, or the material factors or assumptions used to develop such forward-looking information, are described under the headings “Cautionary Statement Regarding Forward-Looking Information” and “Risk Factors” in the Prospectus Supplement in relation to the Offering and the Transaction, and those factors described under the heading “Risks Factors” in the Company’s annual information form dated May 15, 2020, each of which are available under the Company’s issuer profile on SEDAR at www.sedar.com. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
Neither the TSXV nor its regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.