Consideration of C$1.50 per share, representing a 64% premium to Givex's 20-day VWAP
All-cash Transaction provides immediate liquidity and certainty of value to Givex Shareholders
Givex's Board and Special Committee have unanimously approved the Transaction
Givex's directors, executive officers and significant shareholders, which together represent 57.4% of the Givex Shares outstanding, have entered into voting support agreements in favour of the Transaction
TORONTO, Aug. 26, 2024 /PRNewswire/ - Givex Corp. (TSX:GIVX) (OTCQX:GIVXF) – ("Givex" or the "Company") announced today that it has entered into a definitive arrangement agreement ("Arrangement Agreement") with Shift4 Payments, Inc. ("Shift4") pursuant to which Shift4 has agreed to acquire all of the issued and outstanding shares of Givex ("Givex Shares"), by way of a statutory plan of arrangement ("Plan of Arrangement") under the Business Corporations Act (Ontario) ("Transaction"). Under the terms of the Arrangement Agreement, holders of Givex Shares ("Givex Shareholders") will receive C$1.50 in cash for each Givex Share held ("Consideration"), which implies an aggregate equity value for Givex of approximately C$200 million, on a fully diluted, in-the-money, treasury method basis. The Consideration represents a 64% premium to the 20-day volume-weighted average price ("VWAP") of the Givex Shares on the Toronto Stock Exchange ("TSX") for the period ended August 23, 2024, the last trading day prior to the announcement of the Transaction.
"The Givex Team looks forward to joining the Shift4 family and bring our enterprise gift card capabilities and loyalty programs to hundreds of thousands of new customers," says Don Gray, CEO of Givex. "By combining Shift4's end-to-end payment solution with our value-added engagement services, we can deliver an unparalleled package to both of our customer bases."
"Givex has a considerable footprint around the world which will dramatically increase Shift4's overall customer base" states Shift4 President Taylor Lauber. "At the same time, their gift card and loyalty solutions are second to none and will add significant value for our customers, creating stickier relationships and enhancing our overall value proposition."
TRANSACTION HIGHLIGHTS
- The Consideration represents premiums of (i) 64% over the 20-day VWAP of the Givex Shares on the TSX for the period ended August 23, 2024, and (ii) 55% over the closing price of the Givex Shares on August 23, 2024;
- All-cash offer crystalizes value for Givex Shareholders and provides them with full liquidity and certainty of value;
- Eliminates the execution risks associated with Givex's long-term business plan and delivers a substantial premium return as compared to the uncertainties of remaining a Givex Shareholder;
- Givex's board of directors ("Board"), after receiving a unanimous recommendation from a special committee comprised of independent directors of Givex ("Special Committee"), has unanimously approved the Transaction and recommend that Givex Shareholders vote in favour of the Transaction;
- Givex's directors, executive officers and significant shareholders, which together represent 57.4% of the Givex Shares outstanding, have entered into voting support agreements pursuant to which they have agreed to vote their Givex Shares in favour of the Transaction. The voting support agreements terminate in the event the Arrangement Agreement is terminated, including if the Arrangement Agreement is terminated to allow the Company to accept a "superior proposal"; and
- The Transaction is subject to customary closing conditions, including the approval of Givex Shareholders. The Consideration will be funded by Shift4's existing cash on hand.
TRANSACTION DETAILS
Under the terms of the Transaction, holders of Givex Shares will receive C$1.50 in cash for each Givex Share held. Each in-the-money option and warrant of the Company outstanding ("Company Option" and "Company Warrant", respectively) will be deemed to be vested and disposed of to the Company for an in-the-money cash payment, and all Company Options and Company Warrants issued and outstanding shall thereafter be immediately cancelled.
The Transaction will be effected by way of a statutory plan of arrangement under the Business Corporations Act (Ontario) and is subject to customary closing conditions including (i) approval of the Ontario Superior Court of Justice, and (ii) the approval of (a) at least two-thirds of the votes cast by holders of Givex Shares present in person or by proxy at the special meeting of Givex Shareholders ("Company Meeting"), and (b) if required, a simple majority of the votes cast by the holders of Givex Shares (excluding the votes cast by certain Givex Shareholders as required by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101")), present in person or by proxy at the Company Meeting.
Under the Arrangement Agreement, each of Givex and Shift4 have provided representations and warranties customary for a transaction of this nature. In addition, the Arrangement Agreement includes customary deal protection provisions, including customary provisions relating to non-solicitation of alternative transactions, subject to customary "fiduciary out" rights. Givex has also granted Shift4 a right-to-match any superior proposal for a period of five business days, and will pay a termination fee of C$7.75 million to Shift4 if the Arrangement Agreement is terminated under certain circumstances.
The Board, after receiving the unanimous recommendation of the Special Committee, has determined that the Transaction, including the transactions contemplated thereunder, is fair to the Givex Shareholders and is in the best interests of the Company, and unanimously recommends that Givex Shareholders vote in favour of the Transaction.
Canaccord Genuity provided a fairness opinion to the Special Committee and Board, to the effect that, subject to the assumptions, limitations and qualifications set out in such opinion, and such other matters as Canaccord Genuity considered relevant, Canaccord Genuity is of the opinion that, as of the date of such opinion, the Consideration to be received by Givex Shareholders pursuant to the Arrangement Agreement is fair, from a financial point of view, to Givex Shareholders (other than any shareholders and their respective affiliates required to be excluded pursuant to MI 61-101). A copy of the fairness opinion and a description of the various factors considered by the Board in their determination to approve the Transaction, as well as other relevant background information, will be included in the information circular to be mailed to Givex Shareholders in advance of the Company Meeting to vote on the Plan of Arrangement. The Company Meeting is expected to occur in early November 2024 and it is currently anticipated that, subject to the satisfaction of closing conditions, the Transaction will be completed in November 2024. Copies of the information circular, the Arrangement Agreement, the Plan of Arrangement, and the voting support agreements will be filed with the applicable securities regulators and will be available on the Company's SEDAR+ profile at www.sedarplus.ca.
Following closing, it is expected that the Givex Shares will be de-listed from the TSX and that Givex will apply to cease to be a reporting issuer under applicable Canadian securities laws.
ADVISORS
Canaccord Genuity Corp. acted as exclusive financial advisor, and Wildeboer Dellelce LLP acted as legal counsel, to Givex. Torys LLP acted as legal counsel to the Special Committee.
Goldman Sachs & Co. LLC acted as exclusive financial advisor and Bennett Jones LLP acted as legal counsel to Shift4.
ABOUT GIVEX
Since 1999, Givex has provided technology solutions that unleash the full potential of engagement, creating and cultivating powerful connections that unite brands and customers. With a global footprint of 132,000+ active locations across more than 100 countries, Givex unleashes strategic insights, empowering brands through reliable technology and exceptional support. Givex's integrated end-to-end management solution provides Gift Cards, GivexPOS, Loyalty Programs and more, creating growth opportunities for businesses of all sizes and industries. Learn more about how to streamline workflows, tackle complex challenges and transform data into actionable insights at www.Givex.com.
ABOUT SHIFT4
Shift4 (NYSE:FOUR) is boldly redefining commerce by simplifying complex payments ecosystems across the world. As the leader in commerce-enabling technology, Shift4 powers billions of transactions annually for hundreds of thousands of businesses in virtually every industry. For more information, visit shift4.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature are forward-looking, and the words "anticipate", "believe", "expect", "estimate", "may", "will", "could", "leading", "intend", "contemplate", "shall" and similar expressions are generally intended to identify forward-looking statements. Additionally, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Forward-looking information in this news release relates to, among other things: the Transaction will be completed on the terms contemplated by the Arrangement Agreement; anticipated benefits of the Transaction to Givex Shareholders, holders of Company Options and holder of Company Warrants and expected growth, results of operations and performance; the timing and receipt of required Givex Shareholder, court, and regulatory approvals for the Transaction; the ability of the Company and Shift4 to satisfy the other conditions to, and to complete, the Transaction; and the closing of the Transaction. Although Givex believes that the expectations reflected in the forward-looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. In respect of the forward-looking statements and information concerning the anticipated completion of the proposed Transaction and the anticipated timing for completion of the Transaction, the Company has made certain assumptions that management believes are reasonable at this time, including assumptions as to the time required to prepare and mail Company Meeting materials. These dates may change for a number of reasons, including unforeseen delays in preparing Company Meeting materials; inability to secure necessary Givex Shareholder, court and regulatory approvals in the time anticipated or the need for additional time to satisfy the other conditions to the completion of the Transaction. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these times. In addition, in the event the Arrangement Agreement is terminated in certain circumstances, the Company may be required to pay a termination fee to Shift4, the result of which could have a material adverse effect on the Company's financial position and results of operations and its ability to fund growth prospects and current operations. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur.
By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Givex's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, without limitation, completion of the Transaction is subject to a number of conditions which are typical for transactions of this nature, certain of which are outside the control of Givex, failure to satisfy any of these conditions, the emergence of a superior proposal or the failure to obtain approval of Givex Shareholders may result in the termination of the Arrangement Agreement. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements.
Readers are cautioned that the forgoing lists of factors are not exhaustive. Additional information on these and other factors that could affect Givex's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca) and at Givex's website (www.Givex.com). Furthermore, the forward-looking statements contained in this press release are made as at the date of this press release and Givex does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
This announcement is for informational purposes only and does not constitute a solicitation or a proxy. All amounts are in Canadian currency unless otherwise stated. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Transaction and the terms and conditions thereof.
Neither the TSX nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.
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SOURCE Givex Corporation