TORONTO, Sept. 9, 2020 /CNW/ - Pivot Technology Solutions,
Inc. (TSX: PTG), ("Pivot"), a full-service information
technology provider, is pleased to announce that Pivot has entered
into an agreement with Computacenter plc ("Computacenter")
and 1264283 B.C. Ltd., a wholly-owned
subsidiary of Computacenter, pursuant to which 1264283 B.C. Ltd. will acquire all of the
outstanding common shares of Pivot for consideration consisting of
C$2.60 cash per common share, for an
equity value of approximately C$105.8
million. The C$2.60
price per share represents a 40.5% premium to Pivot's closing share
price of C$1.85 on September 8, 2020, the last trading day before
announcement of the transaction and a 36.0% premium to Pivot's
20-day volume weighted average share price of C$1.91 to September
8, 2020.
Rationale for the Transaction
The proposed transaction
provides Pivot shareholders with significant value from a
financially strong counterparty. The premium to historical market
prices offered to shareholders reflects Pivot's growth objectives
and the value Pivot will bring to Computacenter.
"We are pleased to announce this agreement with Computacenter,"
said Wade Dawe, Chairman of the
Pivot Board of Directors ("Pivot Board"). "After careful
consideration, the Pivot Board believes that this transaction is in
the best interest of the company and is fair to its shareholders.
This all-cash offer at a premium share price is an opportunity for
shareholders to receive substantial and immediate value from their
investment in Pivot."
"Computacenter's strong US and global organization, along with
its robust and industry leading services portfolio, make it a great
fit for Pivot's US and Canadian businesses," said Kevin Shank, Pivot President and CEO. "The
merging of the US businesses allows us to scale the organization
and better support our existing and new clients. We believe
that Computacenter offers a secure long-term future for our
businesses and an exciting opportunity for our people." Mr. Shank
added.
"We are pleased with our progress in the US, including the
acquisition of Fusionstorm in 2018. The acquisition of
Pivot represents an opportunity to increase our scale, geographic
footprint and capabilities in the US. Additionally,
Canada expands our total market
opportunity and helps us meet the needs of international
customers. The businesses are a good fit and the combination
gives us the opportunity to enable the long-term success of
customers, partners and people from both teams." said Mike Norris, Computacenter Group CEO.
Transaction Details
The transaction will be completed
by way of a statutory plan of arrangement pursuant to the
Business Corporations Act (Ontario). Upon receipt of the unanimous
recommendation of the special committee of independent directors,
the Pivot Board approved the transaction and has resolved to
recommend that Pivot shareholders vote in favor of the transaction
at a special meeting of shareholders to approve the transaction.
Raymond James Ltd. has provided an opinion to the Pivot board of
directors and special committee that, as of September 8, 2020, the consideration to be
received by Pivot shareholders is fair, from a financial point of
view, to Pivot's shareholders.
Completion of the transaction is subject to customary closing
conditions, including Ontario
court approvals, a favorable vote of at least two-thirds of the
votes cast by Pivot shareholders and certain third- party
approvals.
In connection with the execution of the arrangement agreement,
Pivot's executive officers and directors have entered into
agreements pursuant to which they have agreed, among other things,
that they will vote all of the Pivot common shares they own or
exercise control over (representing 7.69% of the outstanding number
of common shares) in favour of the transaction, unless the
arrangement agreement is terminated in certain circumstances or the
transaction is not completed by December 31,
2020, or earlier in the case of certain shares.
The arrangement agreement includes customary non-solicitation
provisions applicable to Pivot and provides for the payment of a
C$2 million termination fee to
1264283 B.C. Ltd. if the transaction
is terminated in certain circumstances.
Pivot will seek approval for the transaction from its
shareholders at a special meeting to be held on October 23, 2020. In connection with the
meeting, Pivot will mail an information circular to its
shareholders providing further details of the
transaction.
Assuming timely receipt of all necessary court, shareholder and
third-party approvals and the satisfaction of all other conditions,
closing of the transaction is expected to occur in early
November 2020.
Advisors
Raymond James Ltd. is acting as financial
advisor to Pivot and Borden Ladner Gervais LLP is acting as legal
counsel to Pivot.
Computacenter is supported by Obair Partners on this
transaction, Linklaters LLP and McCarthy Tetrault LLP are acting as
legal counsel to both Computacenter and 1264283 B.C. Ltd.
ABOUT PIVOT TECHNOLOGY SOLUTIONS
Pivot is an
industry-leading information technology services and solutions
provider to many of the world's most successful companies,
including members of the Fortune 1000, as well as governments and
educational institutions. By leveraging its extensive OEM
partnerships and its own fulfillment, professional, deployment,
workforce and managed services, Pivot supports the IT
infrastructure needs of its clients. For more information, visit
www.pivotts.com.
ABOUT COMPUTACENTER
Computacenter is a leading independent technology partner, trusted
by large corporate and public sector organisations. We help our
customers to source, transform and manage their IT infrastructure
to deliver digital transformation, enabling users and their
business. Computacenter is a public company quoted on the
London FTSE 250 (CCC.L) and employs over 16,000 people
worldwide. For more information, visit
www.computacenter.com.
FORWARD LOOKING STATEMENTS
Information in this release
contains forward-looking statements within the meaning of
securities legislation. Forward-looking statements are generally
identifiable by use of the words "expect", "anticipate",
"continue", "estimate", "may", "will", "project", "should",
"believe", "plans", "intends" or the negative of these words or
other variations on these words or comparable terminology.
Forward-looking statements are based on assumptions of future
events that Pivot believes are reasonable based upon information
currently available. More particularly, and without limitation,
this news release contains forward-looking statements and
information concerning the consideration to be paid to shareholders
pursuant to the transaction, the ability of Pivot, Computacenter
and 1264283 B.C. Ltd. to consummate
the transaction on the terms and in the manner contemplated
thereby, the anticipated benefits of the transaction, and the
anticipated timing of the transaction. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements
to be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Such factors include, among others, the time required
to prepare and mail meeting materials to Pivot shareholders, the
ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary court, shareholder and other
approvals and the ability of the parties to satisfy, in a timely
manner, the conditions to the closing of the transaction, as well
as other uncertainties and risk factors set out in filings made
from time to time by Pivot with the Canadian securities regulators,
which are available on SEDAR at www.sedar.com. Actual results,
developments and timetables could vary significantly from the
estimates presented. Readers are cautioned not to put undue
reliance on forward-looking statements. Pivot assumes no obligation
to update or revise any forward-looking statement, except as
required by applicable securities law.
SOURCE Pivot Technology Solutions, Inc