TORONTO, Sept. 28, 2020 /CNW/ - Pivot Technology
Solutions, Inc. (TSX: PTG) ("Pivot"), a full-service
information technology provider, is pleased to announce that it has
mailed a management information circular (the "Information
Circular") and related proxy materials for the special meeting
of Pivot shareholders ("Pivot Shareholders") to be held
virtually on October 23, 2020 (the
"Pivot Meeting"), to obtain Pivot Shareholder approval of
the plan of arrangement (the "Arrangement") 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 ("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
The C$2.60 price per Pivot
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 Arrangement and a 36.0% premium to
Pivot's 20-day volume weighted average share price
of C$1.91 to September 8, 2020.
Recommendation of the Pivot Board
Upon receipt of the
unanimous recommendation of the special committee of independent
directors of Pivot, the Pivot board of directors ("Pivot
Board") has unanimously determined that the Arrangement is in
the best interests of Pivot and the consideration to be received by
Pivot Shareholders pursuant to the Arrangement is fair to Pivot
Shareholders, and recommends that Pivot Shareholders vote in favour
of the resolution approving the Arrangement. Raymond James Ltd. has
provided an opinion to the Pivot Board 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 Shareholders. The determination
of the Pivot special committee and the Pivot Board is based on
various factors described more fully in the Information
Circular.
Management Information Circular
A copy of the
Information Circular and related proxy materials are available on
SEDAR (www.sedar.com) under Pivot's issuer profile and on Pivot's
website at https://www.pivotts.com/investors/special-meeting.
The Pivot Meeting
The Pivot Meeting is scheduled to be
held on October 23, 2020 at
10:00 a.m. (Toronto time). The record date for determining
Pivot Shareholders eligible to vote at the Pivot Meeting is
September 22, 2020.
To proactively deal with the public health impact of the novel
coronavirus, also known as COVID-19, and to mitigate risks to
health and safety, Pivot will be holding the Pivot Meeting in a
virtual-only format, which will be conducted via live audio webcast
online at https://web.lumiagm.com/227934840. During the audio
webcast, Pivot Shareholders will be able to hear the Pivot Meeting
live, and registered Pivot Shareholders and duly appointed and
registered proxyholders will be able to submit questions and vote
while the Pivot Meeting is being held. The Information Circular
provides important and detailed instructions about how to
participate at the virtual Pivot Meeting.
To become effective, the Arrangement must be approved at the
Pivot Meeting 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 the votes cast in respect of Pivot Shares beneficially
owned or over which control or direction is exercised by any
persons whose votes must be excluded in accordance with
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions. Pivot's executive officers and
directors have entered into support and voting agreements pursuant
to which they have agreed, among other things, that they will vote
all of the Pivot Shares they own or exercise control over
(representing 7.69% of the outstanding number of Pivot Shares) in
favour of the Arrangement, 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.
Your vote is important regardless of the number of Pivot
Shares you own. Pivot encourages Pivot Shareholders to read the
meeting materials in detail. A copy of the Information Circular and
related proxy materials are available on SEDAR (www.sedar.com)
under Pivot's issuer profile and on Pivot's website at
https://www.pivotts.com/investors/special-meeting.
Voting your Pivot Shares
Registered Pivot Shareholders
are encouraged to vote by phone at 1-866-732-8683 (toll-free in
North America) or online by
visiting www.investorvote.com no later than 5:00 p.m. (Toronto time) on October 21, 2020. Registered Pivot
Shareholders may also complete, date and sign the form of proxy and
deliver it in accordance with the instructions set out in the form
of proxy and in the Information Circular. A completed form of proxy
should be returned in the envelope provided for that purpose to
Pivot's transfer agent and registrar, Computershare Investor
Services Inc., at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1 no later than
5:00 p.m. (Toronto time) on October 21, 2020.
Pivot Shareholders who hold Pivot Shares through a broker,
financial institution, trustee, custodian or other nominee who
holds securities or in the name of a clearing agency (an
"Intermediary"), should follow the instructions provided by
their Intermediary to vote their Pivot Shares.
Shareholder Questions or Voting Assistance
If you
require further assistance, please do not hesitate to contact
Pivot's proxy solicitation agent and shareholder communications
advisor, Laurel Hill Advisory Group, North American toll free at
1-877-452-7184, or outside North
America at 416-304-0211 or by email at
assistance@laurelhill.com with reference to "Pivot Technology" in
the subject line.
The Interim Order
Pivot is also pleased to announce
that it has obtained the interim order from the Ontario Superior
Court of Justice (Commercial List) dated September 21, 2020, with respect to the
Arrangement. The interim order, among other things, authorizes
Pivot to call and hold the Pivot Meeting to approve the
Arrangement. A copy of the interim order is included in the
Information Circular.
The hearing date for the application for the final order of the
Ontario Superior Court of Justice (Commercial List) is scheduled
for October 29, 2020. Assuming timely
receipt of all necessary court, Pivot Shareholder and third-party
approvals and the satisfaction of all other conditions, closing of
the Arrangement is expected to occur in early November 2020.
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 benefits of the Arrangement,
and the anticipated timing of the Arrangement. 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 mail meeting materials to Pivot Shareholders,
the ability of the parties to receive, in a timely manner and on
satisfactory terms, the necessary court, Pivot Shareholder 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
