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 /CNW/ - 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.
www.Givex.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/shift4-to-acquire-givex-in-all-cash-transaction-valued-at-c200-million-302230411.html
SOURCE Givex Corporation
