Points.com Inc. (TSX: PTS) (NASDAQ: PCOM)
(“
Points”) is pleased to announce that
Institutional Shareholder Services Inc. (“
ISS”), a
leading independent proxy advisory firm, has recommended that
Points’ shareholders (“
Shareholders”) vote
“
FOR” the previously announced plan of arrangement
under the Canada Business Corporations Act (the
“
Arrangement”), pursuant to which a wholly-owned
subsidiary (the “
Purchaser”) of Plusgrade L.P., a
leading ancillary revenue platform for the global travel industry,
will acquire all of the issued and outstanding common shares of
Points for US$25.00 per common share in cash.
In its recommendation to Shareholders,
ISS concluded:
“In light of the significant premium, the
favourable market reaction, the reasonable rationale and the
absence of significant governance concerns, shareholder approval of
this resolution is warranted.”
Meeting and Circular
The special meeting of Shareholders to
approve the Arrangement (the “Meeting”) will be held as a
virtual-only meeting conducted by live audio webcast at
https://meetnow.global/MZ7T2YH at 10:00
a.m. (Toronto time) on June 23, 2022. Shareholders will
not be able to attend the Meeting in person. Points’ board of
directors has fixed the close of business on May 19, 2022 as the
record date, being the date for the determination of the
Shareholders entitled to receive notice of and to vote at the
Meeting.
Proxies must be received by Points’ transfer
agent, Computershare Trust Company of Canada, at 100 University
Avenue, 8th Floor, Toronto, Ontario M5J 2Y1, Attention: Investor
Services, not later than 10:00 a.m. (Toronto time) on June 21, 2022
(or no later than 48 hours, excluding Saturdays, Sundays and
statutory holidays in the city of Toronto, before any reconvened
meeting if the Meeting is adjourned or postponed). For Shareholders
that hold their common shares through a broker or other
intermediary, a completed voting instruction form should be
deposited in accordance with the instructions printed on the
form.
The management proxy circular filed on May 25,
2022 (the “Circular”) provides important
information regarding the Arrangement and related matters,
including the background to the Arrangement, the reasons for
recommendation of Points’ board of directors, voting procedures and
how to virtually attend the Meeting. Shareholders are urged to read
the Circular and its appendices carefully and in their entirety.
The Circular has been mailed to Shareholders in compliance with
applicable laws and the Interim Order. The Circular is available
under the Points’ issuer profile on SEDAR at www.sedar.com and on
EDGAR at www.sec.gov as well as on Points’ website at
http://investor.points.com.
Shareholder Questions and
Assistance
If you have any questions or need assistance in
your consideration of the Arrangement or with the completion and
delivery of your proxy, please contact Points’ proxy solicitation
agent and shareholder communications advisor, Laurel Hill Advisory
Group, by telephone toll-free in Canada and the United States at
1-877-452-7184, outside of Canada and the United States at
1-416-304-0211 or by email to assistance@laurelhill.com. If you
have any questions about obtaining the consideration to which you
are entitled for your common shares under the Arrangement,
including with respect to completing the applicable letter of
transmittal, please contact Computershare Investor Services Inc.,
who will act as depositary under the Arrangement, at 1-800-564-6253
(for Shareholders in Canada and in the United States) or
1-514-982-7555 (for Shareholders outside Canada and the United
States).
About Points
Points (TSX: PTS) (NASDAQ: PCOM) is a trusted
partner to the world’s leading loyalty programs, leveraging its
unique Loyalty Commerce Platform to build, power, and grow a
network of ways members can get and use their favourite loyalty
currency. Our platform combines insights, technology, and resources
to make the movement of loyalty currency simpler and more
intelligent for nearly 60 reward programs worldwide. Founded in
2000, Points is headquartered in Toronto with teams operating
around the globe.
For more information, visit Points.com.
Forward-Looking Statements
This press release contains or incorporates
forward-looking statements within the meaning of United States
securities legislation, and forward-looking information within the
meaning of Canadian securities legislation (collectively,
“forward-looking statements”). These forward-looking statements
include or relate to but are not limited to, among other things:
the anticipated date for the holding of the Meeting; the timing and
effects of the Arrangement; the solicitation of proxies by Points’
and Laurel Hill, Points’ proxy solicitation agent and Shareholder
communications advisor; and may also include other statements that
are predictive in nature, or that depend upon or refer to future
events or conditions, and can generally be identified by words such
as “may,” “will,” “expects,” “anticipates,” “continue,” “intends,”
“plans,” “believes,” “estimates” or similar expressions. In
addition, any statements that refer to expectations, projections or
other characterizations of future events or circumstances are
forward-looking statements.
Although Points believes the forward-looking
statements are reasonable, such statements are not guarantees of
future performance and are subject to important risks and
uncertainties that are difficult to predict. Certain material
assumptions or estimates are applied in making forward- looking
statements, and actual results may differ materially from those
expressed or implied in such statements. Undue reliance should not
be placed on such statements. In particular, uncertainty around the
duration and scope of the COVID-19 pandemic and the impact of the
pandemic and actions taken in response on global and regional
economies, economic activity, and all elements of the travel and
hospitality industry may have a significant and materially adverse
impact on our business. In addition, the risks, uncertainties and
other factors that may impact the results expressed or implied in
such forward-looking statements include, but are not limited to:
the possibility that the Arrangement will not be completed on the
terms and conditions, or on the timing, currently contemplated, and
that it may not be completed at all, due to a failure to obtain or
satisfy, in a timely manner or otherwise, required Shareholder,
regulatory and Court approvals and other conditions of closing
necessary to complete the Arrangement or for other reasons; failure
to complete the Arrangement could negatively impact the price of
the common shares or otherwise affect the business of Points; the
Purchaser’s ability to complete the anticipated debt and equity
financing as contemplated by applicable commitment letters or to
otherwise secure terms for alternative financing at least as
favourable as the debt and equity financing contemplated by the
applicable commitment letters; significant transaction costs or
unknown liabilities; the ability of Points’ board of directors to
consider and approve, subject to compliance with the terms and
conditions of the Arrangement Agreement, a superior proposal for
Points; the failure to realize the expected benefits of the
Arrangement; risks related to tax matters; the possibility of
adverse reactions or changes in business relationships resulting
from the announcement or completion of the Arrangement; risks
relating to Points’ ability to retain and attract key personnel
during the interim period; certain of Points’ directors and
officers may have interests in the Arrangement that are different
from those of Shareholders; credit, market, currency, operational,
liquidity and funding risks generally and relating specifically to
the Arrangement, including changes in economic conditions, interest
rates or tax rates; business, operational and financial risks and
uncertainties relating to the COVID-19 pandemic; Points and the
Purchaser may be subject to legal claims, securities class actions,
derivative lawsuits and other claims; and other risks inherent to
the business carried out by Points and/or factors beyond its
control which could have a material adverse effect on Points or its
ability to complete the Arrangement. These and other important risk
factors that could cause actual results to differ materially are
discussed in Points’ annual information form, Form 40-F, annual and
interim management’s discussion and analysis, and annual and
interim financial statements and the notes thereto. These documents
are available on Points’ issuer profile on SEDAR at www.sedar.com
and on EDGAR at www.sec.gov.
The forward-looking statements contained in this
press release are made as at the date of this release and,
accordingly, are subject to change after such date. Except as
required by law, Points does not undertake any obligation to update
or revise any forward-looking statements made or incorporated in
this press release, whether as a result of new information, future
events or otherwise.
For more information:
Points Investor Relations
Inquiries
Cody Slach and Jackie KeshnerGateway Group,
Inc.1-949-574-3860IR@points.com
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