TORONTO, Aug. 9, 2024
/CNW/ - Converge Technology Solutions Corp. ("Converge" or
the "Company") (TSX: CTS) (FSE: 0ZB) (OTCQX: CTSDF)
announces that the Toronto Stock Exchange (the "TSX") has
approved the Company's Notice of Intention to Make a Normal Course
Issuer Bid (the "NCIB"). Pursuant to the NCIB, Converge may
purchase for cancellation up to an aggregate of 18,408,927 common
shares (the "Common Shares") representing approximately 10%
of Converge's public float of Common Shares as at July 31, 2024. The NCIB will commence on
August 13, 2024 and terminate on
August 12, 2025, or earlier if the
maximum number of Common Shares under the NCIB have been purchased
or the NCIB is terminated at the option of the Company.
The Company and its Board of Directors believes that, from time
to time, the market prices of the Common Shares may not fully
reflect the underlying value of the Company's business and its
future business prospects and accordingly, the NCIB is in the best
interests of the Company and constitutes a desirable use of its
funds.
Purchases of Common Shares under the NCIB will be made on the
open market through the facilities of the TSX and/or permitted
alternative Canadian trading systems. The price paid for the Common
Shares will be at prevailing market prices in accordance with the
applicable rules and policies of the TSX and applicable securities
laws. All Common Shares acquired by the Company under the NCIB will
be cancelled.
Additionally, the Company intends to enter into an automatic
share purchase plan agreement (the "ASPP") with Canaccord
Genuity Corp. ("Canaccord" or "the Broker") to
facilitate the repurchase of Common Shares. Pursuant to the ASPP,
Canaccord may purchase Common Shares under the NCIB at times when
the Company would ordinarily not be active in the market due to its
own internal trading blackout periods, insider trading rules or
otherwise. Trading limits and other parameters for automatic
purchases of the Common Shares under the ASPP will be determined
between the Company and the Broker in accordance with the rules and
policies of the TSX, applicable securities laws and the terms of
the ASPP. Outside of these blackout periods, the Company may
purchase Common Shares at its discretion under the NCIB.
Under the NCIB, other than purchases made under a block purchase
exemption pursuant to the rules and policies of the TSX, Converge
may not purchase more than 113,438 of the issued and outstanding
Common Shares on the TSX during any trading day, which represents
approximately 25% of the average daily trading volume of 453,752
Common Shares of the Company for the most recently completed six
calendar months preceding July 31,
2024. As of July 31, 2024,
there were 195,205,384 issued and outstanding Common Shares of the
Company.
Under its previous normal course issuer bid approved by the TSX
on August 9, 2023, the number of
Common Shares that could be repurchased for cancellation was
19,427,276 Common Shares. Converge completed the purchase for
cancellation through the facilities of the TSX, and through
alternative trading systems, of 10,027,500 Common Shares at a
weighted average price of $5.0595 per
Common Share.
About Converge
Converge Technology Solutions Corp. is a services-led,
software-enabled, IT & Cloud Solutions provider focused on
delivering industry-leading solutions. Converge's global approach
delivers advanced analytics, artificial intelligence (AI),
application modernization, cloud platforms, cybersecurity, digital
infrastructure, and digital workplace offerings to clients across
various industries. The Company supports these solutions with
advisory, implementation, and managed services expertise across all
major IT vendors in the marketplace. This multi-faceted approach
enables Converge to address the unique business and technology
requirements for all clients in the public and private sectors. For
more information, visit 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, including statements related to the timing and amount
of potential purchases and the cancellation of Common Shares under
the NCIB and the ASPP. 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.
The forward-looking statements are based on factors or
assumptions that were applied in drawing a conclusion or making a
forecast or projection, including assumptions based on historical
trends, current conditions and expected future
developments. Although the Company bases these forward-looking
statements on assumptions that it believes are reasonable when
made, the Company cautions investors that forward-looking
statements are not guarantees of future performance and that actual
benefits or impact to the Company and its share price from such
purchases and cancellations may differ materially from those made
in or suggested by the forward-looking statements contained in this
press release. In addition, even if the benefits or impacts to the
Company and its share price are consistent with the forward-looking
statements contained in this press release, those results may not
be indicative of results or developments in future periods.
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. No
forward-looking statement is a guarantee of future results.
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.
For a detailed description of the risks and uncertainties facing
the Company and its business and affairs, readers should refer to
the Company's filings available on SEDAR+ under the Company's
profile at www.sedarplus.ca including its most recent Annual
Information Form, its Management Discussion and Analysis and its
Annual and Quarterly Financial Statements.
The TSX has not reviewed the information provided under this
press release and does not accept responsibility for the adequacy
or accuracy of this release.
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SOURCE Converge Technology Solutions Corp.