Globalive Technology is providing an update on its
previously-disclosed exercise of a call right to acquire control of
Flexiti Financial, subject to the satisfaction of certain
conditions.
Flexiti Financial is a leading fintech point-of-sale lender
in Canada with over 1 million customers and
approximately $225 million in loan receivables.
TORONTO, Sept. 13, 2019 /CNW/ - Globalive Technology
Inc. (TSX-V: LIVE) (the "Company"), a technology company focused on
developing innovative payment, billing and credit solutions for
consumers and businesses, today provided an update on its
previously-disclosed exercise of a call right to acquire 2629331
Ontario Inc. ("262 Holdco"), subject to the satisfaction of certain
conditions. 262 Holdco owns approximately 41% of the common equity
of, and exercises 51% voting control over, FLX Holding Corp.
("FLX"), the parent of Flexiti Financial Inc. ("Flexiti"), a
leading point-of-sale consumer financing solutions company
in Canada with over 1 million customers and a loan book
of approximately a quarter of a billion dollars.
"As is clear from recent partner announcements from, for
example, Birks, Bad Boy, Henry's, EQ3, and JYSK, together with its
successful integration of the TD book, Flexiti continues to impress
with its execution and growth," said Anthony Lacavera, the
Company's Chief Executive Officer. "We see a tremendous opportunity
for Globalive Technology."
As announced on January 9, 2019
and February 20, 2019, the exercise
of the call right is subject to various conditions, including
approval of the TSX Venture Exchange ("TSX-V"), minority
shareholder approval in accordance with Multilateral Instrument
61-101 ("MI-61-101"), and the Company or Flexiti successfully
raising adequate equity financing. Since that time, as Flexiti has
been exploring a more comprehensive equity solution, Flexiti has
secured aggregate debt and equity financing of approximately
$16.6 million from existing
stakeholders of Flexiti. Such participating stakeholders included
Globalive Capital Inc. ("GC") ($1.9
million in aggregate) and the Company ($3.11 million in aggregate).
The Company's management is pleased with the positive momentum
it sees in its discussions with Flexiti and its stakeholders and is
considering, in addition or in the alternative to the exercise of
the call right over 262 Holdco, a business combination transaction
that would result in the Company owning all or substantially all of
the common equity of Flexiti on terms acceptable to the Company and
to Flexiti's key stakeholders (a "Business Combination
Transaction"). Negotiating and implementing the Business
Combination Transaction is now the Company's primary focus in
relation to Flexiti; consistent with the foregoing, the Company
recently realized cash proceeds of approximately $3.5 million from the disposition of certain
non-Flexiti assets. All negotiations regarding a Business
Combination Transaction are still preliminary and there can be no
assurance that such a transaction, or even an agreement relating to
such transaction, will be reached.
If negotiations are successful, the consummation of a Business
Combination Transaction will be subject to certain conditions,
including the Company or Flexiti successfully raising additional
debt and equity financing and obtaining any requisite approvals
from the TSX-V, the Company's minority shareholders in accordance
with MI 61-101, the requisite shareholders of Flexiti, FLX and 262
Holdco, the secured creditors of Flexiti, FLX and 262 Holdco, and
other key stakeholders. If a Business Combination Transaction can
be successfully negotiated, the Company will call a shareholder
meeting and deliver a management information circular and related
materials that will contain further details regarding the Business
Combination Transaction.
Any Business Combination Transaction will be subject to MI
61-101, as both 262 Holdco and the Company are controlled by GC,
which in turn is controlled by Anthony
Lacavera, the Company's Chief Executive Officer.
"We're optimistic about what a business combination with
Globalive Technology could mean for Flexiti," said Peter Kalen, Chief Executive Officer of Flexiti.
"Their proven success in raising and managing capital, combined
with their experience in AI–driven software solutions, could play a
key role in the long-term success of Flexiti and achieving our
immense potential."
About Globalive Technology Inc.
Globalive Technology
is a next generation software company and venture partner
developing innovative solutions to disrupt traditional industries
by leveraging artificial intelligence and machine learning
technology stacks, with a particular focus on delivering innovative
payment, billing and credit solutions. Globalive Technology is
controlled by Globalive Capital Inc., which has founded and
co-founded 12 businesses over the past 20 years with six successful
exits ranging from $10M to $1.3B USD. It has also
made over 100 venture investments and has over 45 technology
companies in its portfolio. For more information,
visit www.globalivetech.com.
About Flexiti Financial Inc.
Flexiti has reimagined
point-of-sale (POS) consumer financing to drive sales for retailers
in-store and online and is one of Canada's leading
private label credit card issuers. Through its award-winning
platform, Flexiti delivers a POS financing experience across any
device that is customer-centric, simple and intuitive. Without the
need to integrate into existing POS systems, retail partners can
easily offer the same fast and paperless financing solution across
all retail locations and sales channels to increase revenue and
build loyalty through repeat purchases. Flexiti's joint venture
with Globalive Technology demonstrates its commitment to innovation
in the payments space through the development of solutions
leveraging artificial intelligence. With high approval rates,
innovative products and services, flexible promotional offers and a
partnership-first approach, Flexiti is helping people improve their
lives through better financing. For more information,
visit www.flexiti.com.
For investor
inquiries:
InvestorRelations@globalivetech.com
For media inquiries:
Rob
Moysey
Communications Manager, Globalive
Media@globalivetech.com
CAUTION REGARDING FORWARD-LOOKING INFORMATION
This
news release contains forward-looking statements relating to the
Company, its software and artificial intelligence development
projects, its exercise of the call right to acquire control of
Flexiti, its contemplation of further capital raises, a potential
business combination transaction, certain required conditions and
approvals, and other matters, as well as forward-looking statements
about Flexiti, its products and services, financial performance,
and existing and future technologies. Such forward-looking
statements are identified by terms such as "will", "would", "can
be", "is exercising", "subject to", "contemplating", "exploring",
"considering", "of up to", "intends", "once it is",
"preliminary" and similar expressions. All statements, other
than statements of historical fact included in this release,
including those noted above, are forward-looking statements that
involve risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in
such statements. Important factors that could cause actual results
to differ materially from the Company's expectations include an
inability to negotiate or consummate the proposed transactions,
failure to satisfy the necessary conditions to the transaction
including TSX-V approval, shareholder approval, secured creditor
approval, the approval of other key stakeholders and, if
applicable, the approval of the court or of any regulatory body,
changes to the proposed transaction as a result of negotiations or
as a condition to obtaining any of the foregoing approvals, an
inability to raise adequate financing, other parties proposing
alternative or competing transactions to acquire all or part of
Flexiti, a material change in Flexiti's business, a breakdown in
the Company's relationship with Flexiti, Flexiti not performing in
accordance with expectations or historical trends, difficulties
integrating Flexiti into the Company's existing management and
administrative structure, software not functioning as
expected, difficulties or delays in developing the proposed
software, third parties not using or responding to the software as
expected, competitors operating in the same spaces or
industries, economic conditions making the technologies or licenses
not as attractive as expected, difficulties raising capital and/or
meeting the requirements for investors to provide capital, and
other risks as set out in the Company's Filing Statement available
on its SEDAR page at www.sedar.com.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted as a result of numerous
known and unknown risks, uncertainties, and other
factors, many of which are beyond the control of the Company.
The Company cannot guarantee that any of the forward-looking
statements contained in this press release will occur as disclosed
herein or at all. The reader is cautioned not to place undue
reliance on any forward-looking information.
Such information, although considered reasonable by
management at the time of preparation, may prove to be
incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and the Company will only
update or revise publicly the included forward-looking statements
as expressly required by Canadian securities law.
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.
SOURCE Globalive Technology