MDF MDF Commerce Inc

mdf commerce inc. (“mdf” or the “Company”) (TSX: MDF), a SaaS leader in digital commerce technologies, is pleased to announce the closing of the previously announced plan of arrangement under the Canada Business Corporations Act (the “Arrangement”) involving the Company and an entity affiliated with funds managed by KKR, a leading global investment firm.

“Today’s announcement is a significant milestone in the long-lasting story of mdf commerce. On behalf of the entire team here at mdf, I want to express our gratitude to all of our shareholders for their support and commitment to the Company throughout this transaction and over the years. As we embark on a new chapter, we are focused on continuing our growth and adding value for our customers, partners, employees and our new shareholder across North America,” said Luc Filiatreault, President and Chief Executive Officer of mdf commerce.

“We are very pleased with the successful outcome of this transaction,” said Pierre Chadi, Chair of the Board of Directors. “I am confident that mdf commerce is in good hands with KKR, a resourceful owner who will support the Company’s long-term growth plan and take this SaaS leader in digital commerce technologies to the next level.”

“mdf commerce has a bright future ahead, and we are thrilled to be part of it,” said John Park, Partner at KKR. “We look forward to supporting the Company in becoming a leading commerce platform and working closely with management to fulfill this vision.”

The Arrangement was approved by the Company's shareholders at a special meeting of shareholders held on May 10, 2024 (the “Meeting”), and final court approval was obtained on May 15, 2024. Registered shareholders of the Company should send their completed and executed letters of transmittal and share certificates or DRS Advices evidencing ownership of common shares of the Company (the “Shares”) to the depositary, Computershare Investor Services Inc., as soon as possible in order to receive the consideration of C$5.80 in cash per Share (the “Consideration”) to which they are entitled. Additional information regarding the Arrangement and the procedure for exchange of Shares for the Consideration is provided in the Company’s management information circular in respect of the Meeting dated April 10, 2024, a copy of which is available on SEDAR+ under the Company’s profile at www.sedarplus.ca.

As a result of the Arrangement, the Shares are expected to be delisted from the Toronto Stock Exchange (“TSX”) at the close of trading on or about May 22, 2024. The Company intends to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements.

Advisors

Scotiabank acted as exclusive financial advisor to the Company and Desjardins provided an independent fairness opinion to the board of directors of the Company. McCarthy Tétrault LLP and Foley & Lardner LLP acted as legal advisors to the Company. Stikeman Elliott LLP and Dechert LLP acted as legal advisors to KKR, and William Blair served as a buyside advisor to KKR.

Forward Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. This information includes, but is not limited to, statements relating to mdf commerce's business objectives, expected growth, results of operations, performance and financial results. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this press release include, among other things, statements relating to the business of the Company, the delisting of the Shares from the TSX and the application to cease to be a reporting issuer under applicable Canadian securities laws.

Risks and uncertainties related to the Arrangement include, but are not limited to, the possibility that the Shares will not be delisted from the TSX in accordance with the timing currently contemplated, and that the Shares may not be delisted at all, due to a failure to satisfy, in a timely manner or otherwise, conditions necessary to delist the Shares from the TSX or for other reasons.

Although we have 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 us or that we presently believe 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. 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 of this press release (or as the date they are otherwise stated to be made) 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 whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

About mdf commerce

mdf commerce inc. (TSX: MDF) enables the flow of commerce by providing a broad set of software as a service (SaaS) solutions that optimize and accelerate commercial interactions between buyers and sellers. Our platforms and services empower businesses around the world, allowing them to generate billions of dollars in transactions on an annual basis. Our eprocurement, ecommerce and emarketplaces solutions are supported by a strong and dedicated team of approximately 650 employees based in Canada and in the United States. For more information, please visit us at mdfcommerce.com, follow us on LinkedIn or call at 1-877-677-9088.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

Contact:

For mdf commerce media inquiries:Brigitte Guay, Director – Corporate Communications514 702-9658brigitte.guay@mdfcommerce.com

For KKR media inquiries: Liidia Liuksila212 230-9722media@kkr.com