VANCOUVER and TORONTO, Dec. 18,
2019 /CNW/ - Converge Technology Solutions Corp.
("Converge" or the "Company") (TSXV: CTS) (FSE:0ZB)
(OTCQX:CTSDF) announces that further to its press released dated
December 4, 2019, the TSX Venture
Exchange ("TSXV") has approved the Company's Notice of
Intention to Make a Normal Course Issuer Bid ("NCIB").
Pursuant to the NCIB, Converge may, if considered
advisable, purchase for cancellation through the facilities of the
TSXV and/or permitted alternative trading systems, from time to
time over the next 12 months, up to an aggregate of 4,125,120 of
its issued and outstanding common shares (each, a "Common
Share"), being 5% of the issued and outstanding Common Shares
as of December 3, 2019.
Converge may purchase Common Shares under the NCIB and the NCIB
will remain in effect until the earlier of: (i) December 16, 2020, (ii) the date upon which
Converge acquires the maximum number of Common Shares permitted
under the NCIB, or (iii) the date upon which Converge provides
written notice of termination of the NCIB to the TSXV.
Converge may not purchase more than 2% of the issued and
outstanding Common Shares during any 30-day period, which as at
December 13, 2019 represented
1,614,118 Common Shares.
Purchases of Common Shares under the NCIB will be made by
Hampton Securities Limited ("Hampton") in accordance with the
applicable policies of the TSXV and applicable Canadian securities
laws. The Company also has entered into an automatic share purchase
plan (the "ASPP") to facilitate the repurchase of common
shares under the NCIB through Hampton. Under the ASPP, Hampton may purchase Common Shares under the
NCIB at times when the Company would ordinarily not be permitted to
do so due to regulatory restrictions or self-imposed blackout
periods. Before entering into a blackout period, the Company
may, but is not required to, instruct Hampton to make purchases under the NCIB in
accordance with the terms of the ASPP. Such purchases will be
determined by Hampton in its sole
discretion based on parameters set by the Company prior to the
commencement of the blackout period in accordance with the terms of
the ASPP, applicable securities laws and the rules and policies of
the TSXV. Outside of these blackout periods, the Company may
purchase Common Shares at its discretion under the NCIB. All Common
Shares acquired by the Company under the NCIB will be
cancelled.
The Company is implementing the NCIB because it believes that,
from time to time, the market prices of its common shares may not
fully reflect the underlying value of the Company's business and
its future business prospects. Such purchases will be in the best
interests of the Company and will be a desirable use of corporate
funds.
The Company is also pleased to provide a brief business update
as it looks to complete Phase II of its previously announced
business strategy and move into Phase III of growth. "We have
completed 5 acquisitions in 2019 that expand our geographic reach,
enhance our capabilities and strengthen our service offerings to
our valued customers" said Shaun
Maine, CEO of Converge. "This positions the Company
extremely well as we enter 2020 looking to build upon our successes
to date. As we have relied on our credit facilities to fund
the cash consideration paid in respect of our acquisitions, we are
continuously considering initiatives and alternatives to strengthen
our balance sheet in order to best position the Company for
future growth, including completing further acquisitions."
These initiatives could take various forms but the Company cautions
that there is no certainty that it will complete any such
initiatives on a timely basis, or at all.
About Converge Technology Solutions Corp.
Converge Technology Solutions Corp. combines innovation
accelerators and foundational infrastructure solutions to deliver
best‐of‐breed solutions and services to customers. The Company is
building a platform of regionally‐focused Hybrid IT solution
providers to enhance their ability to provide multi‐cloud
solutions, blockchain, resiliency, and managed services, enabling
Converge to address the business and IT issues that public and
private‐sector organizations face today.
Forward-Looking Statements
This press release contains certain "forward‐looking
information" and "forward‐looking statements" (collectively,
"forward‐looking statements") within the meaning of applicable
Canadian securities legislation regarding Converge and its
business. Any statement that involves discussions with
respect to predictions, expectations,
beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes"
or intends" or variations of such words and phrases or
stating that certain actions, events or results "may" or "could,
"would", "might" or "will" be taken to occur or be achieved) are
not statements of historical fact and may be forward‐looking
statements. Forward‐looking statements are necessarily based
upon a number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward‐looking statements. Except as required by law, Converge
assumes no obligation to update the forward‐looking statements of
beliefs, opinions, projections, or other factors, should they
change. The reader is cautioned not to place undue reliance on
forward‐looking statements.
For a detailed description of the risks and uncertainties facing
the Company and its business and affairs, readers should refer to
the Company's amended annual information form dated July 8, 2019 which is available on SEDAR under
the Company's profile at www.sedar.com in addition to the
consolidated financial statements for the years ended December 31, 2018 and 2017 together with the
corresponding Management's Discussion and Analysis for additional
risk factors described under "Risk Factors" and "Risks and
Uncertainties".
Neither the TSX Venture Exchange nor its regulation services
provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in
the United States. The
securities have not been and will
not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities
Act") or any state securities laws and may not be offered or
sold within the United States
unless registered under the U.S. Securities Act and applicable
state securities laws, unless an exemption from such registration
is available.
SOURCE Converge Technology Solutions Corp.