TORONTO, Oct. 23, 2020 /CNW/ - Pivot Technology Solutions,
Inc. (TSX: PTG) ("Pivot"), a full-service information
technology provider, is pleased to announce that, at its special
meeting (the "Pivot Meeting") of shareholders of Pivot
("Pivot Shareholders"), Pivot Shareholders approved the plan
of arrangement (the "Arrangement") with Computacenter plc
("Computacenter") and 1264283
B.C. Ltd. (the "Purchaser"), a wholly-owned
subsidiary of Computacenter, pursuant to which the Purchaser will
acquire all of the outstanding common shares of Pivot ("Pivot
Shares") for consideration consisting of C$2.60 cash per Pivot Share, for an equity value
of approximately C$105.8 million,
which was previously announced on September
9, 2020.
The Arrangement required approval by (i) at least two-thirds
(662/3%) of the votes cast by Pivot Shareholders on the
resolution approving the Arrangement, present in person or by proxy
and entitled to vote at the Pivot Meeting and (ii) a simple
majority of the votes cast at the Pivot Meeting in person or by
proxy by Pivot Shareholders, excluding Pivot Shares required
to be excluded pursuant to applicable securities laws.
Of the votes cast at the Pivot Meeting with respect to the
Arrangement, an aggregate of 20,849,826 Pivot Shares were voted in
favour of the Arrangement, representing approximately 98.04% of the
votes cast. In addition, an aggregate of 20,641,885 Pivot Shares,
representing approximately 98.02% of the votes cast excluding such
Pivot Shares required to be excluded pursuant to applicable
securities laws, were voted in favour of the Arrangement.
Pivot's full report of voting results will be filed on SEDAR
(www.sedar.com) under Pivot's issuer profile.
Pivot intends to seek a final order of the Ontario Superior
Court of Justice (Commercial List) to approve the Arrangement at a
hearing expected to be held on October 29,
2020. Assuming timely receipt of all necessary court,
third-party approvals and the satisfaction of all other conditions,
closing of the Arrangement is expected to occur on or about
November 2, 2020. Following
completion of the Arrangement, Pivot Shares will be delisted from
the Toronto Stock Exchange and Pivot will apply to cease to be a
reporting issuer under applicable Canadian securities laws.
Upon the closing of the Arrangement, Pivot Shareholders will be
entitled to receive C$2.60 in cash
for each Pivot Share held. Registered Pivot Shareholders can submit
their share certificates along with a duly completed letter of
transmittal in order to receive the cash consideration under the
Arrangement.
Further information about the Arrangement is available in the
management information circular dated September 23, 2020 and related proxy materials,
which are available on SEDAR under Pivot's issuer profile and on
Pivot's website at
https://www.pivotts.com/investors/special-meeting.
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.
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 Pivot
Shareholders pursuant to the Arrangement, the ability of Pivot,
Computacenter and 1264283 B.C. Ltd.
to consummate the Arrangement on the terms and in the manner
contemplated thereby, the anticipated timing of the Arrangement,
the delisting of Pivot Shares from the Toronto Stock Exchange and
the ceasing of Pivot being subject to applicable Canadian
securities laws as a reporting issuer. 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 ability of the
parties to receive, in a timely manner and on satisfactory terms,
the necessary court and other approvals and the ability of the
parties to satisfy, in a timely manner, the conditions to the
closing of the Arrangement, 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