TORONTO, Nov. 2, 2020 /CNW/ - Pivot Technology Solutions,
Inc. (TSX: PTG) ("Pivot"), a full-service information
technology provider, is pleased to announce the completion of the
plan of arrangement (the "Arrangement") with Computacenter
plc ("Computacenter") and 5038823 Ontario Ltd. (formerly
1264283 B.C. Ltd.) (the
"Purchaser"), a wholly-owned subsidiary of Computacenter,
pursuant to which the Purchaser has acquired 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.
Pursuant to the Arrangement, shareholders of Pivot ("Pivot
Shareholders") are entitled to receive C$2.60 in cash for each Pivot Share held at the
effective time of the Arrangement. Registered Pivot Shareholders
are reminded that they must properly complete, sign and return the
letter of transmittal, along with their share certificate(s), to
the depositary for the Arrangement, Computershare Trust Company of
Canada in order to receive the
cash consideration they are entitled to under the Arrangement. The
letter of transmittal is available on SEDAR (www.sedar.com) under
Pivot's issuer profile and on Pivot's website at
https://www.pivotts.com/investors/special-meeting. Non-registered
Pivot Shareholders who hold their Pivot Shares through a broker,
financial institution, trustee, custodian or other nominee who
holds their Pivot Shares on their behalf or in the name of a
clearing agency (an "Intermediary") are not required to
submit a letter of transmittal. Such Pivot Shareholders should
receive the cash consideration they are entitled to under the
Arrangement through their Intermediary and should contact their
Intermediary with any questions.
The Pivot Shares are expected to be delisted from the Toronto
Stock Exchange at the close of business on November 4, 2020 and Pivot will apply to cease to
be a reporting issuer under applicable Canadian securities
laws.
Prior to the completion of the Arrangement, Computacenter did
not own or control, directly or indirectly, any Pivot Shares. Upon
the completion of the Arrangement, Computacenter acquired and
currently owns and controls 38,250,118 Pivot Shares representing
100% of the issued and outstanding Pivot Shares. The aggregate
consideration paid by Computacenter for the Pivot Shares was
approximately C$99,450,306.80
Following the completion of the Arrangement, Pivot became a
wholly-owned subsidiary of Computacenter.
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 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 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