Toronto, Ontario--(Newsfile Corp. - November 8, 2024) - Givex Corp. (TSX: GIVX) (OTCQX: GIVXF) - ("Givex" or the "Company") is pleased to announce the completion of its previously-announced plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the "Arrangement") with 1000986880 Ontario Inc. (the "Purchaser"), an indirect subsidiary of Shift4 Payments, Inc. ("Shift4"). The Arrangement became effective at 12:01 a.m. (Toronto Time) on November 8, 2024 (the "Effective Time").
Completion of the Arrangement
Pursuant to the terms of the Arrangement, each holder of common shares in the capital of Givex ("Common Shares") received $1.50 in cash per share (the "Consideration") for each Common Share held immediately prior to the Effective Time. Each in-the-money option and warrant of the Company outstanding immediately prior to the Effective Time ("Company Option" and "Company Warrant", respectively) was deemed to be vested and disposed of to the Company for an in-the-money cash payment, and all such Company Options and Company Warrants were cancelled.
The Common Shares are expected to be de-listed from the Toronto Stock Exchange on or about November 11, 2024, and applications have been made for Givex to cease to be a reporting issuer and an offering corporation under applicable Canadian securities laws.
Information for Former Givex Shareholders
Registered shareholders are reminded that, in order to receive the Consideration in exchange for their Common Shares, they must complete, sign and return the letter of transmittal to Odyssey Trust Company, in its capacity as depositary under the Arrangement, together with the certificate(s) or DRS advice(s) representing their Common Shares. Givex shareholders who have questions or who require assistance with depositing their Common Shares in connection with the Arrangement may contact Odyssey Trust Company toll free at 1-888-290-1175 or by visiting www.odysseytrust.com/ca-en/help.
Non-registered shareholders should receive the consideration to which they are entitled under the Arrangement directly in their brokerage accounts. Non-registered shareholders should contact their broker or other intermediary if they have any questions or require further information regarding the procedures for receiving the consideration to which they are entitled under the Arrangement.
Additional Information
Full details of the Arrangement are set out in the arrangement agreement dated August 26, 2024 among Givex, the Purchaser and Shift4, and Givex's management information circular dated October 1, 2024 (the "Circular"), both of which are available under Givex's profile on SEDAR+ at www.sedarplus.ca. All shareholders are urged to read the Circular as it contains additional important information concerning the Arrangement.
Early Warning Disclosure
1000986880 Ontario Inc.
Immediately before the completion of the Arrangement, the Purchaser (100 King Street West, 1 First Canadian Place, Suite 3400, Toronto, Ontario, M5X 1A4, Canada) did not beneficially own or exercise control or direction over, directly or indirectly, any Common Shares. Immediately after the completion of the Arrangement, the Purchaser beneficially owns, or exercises control or direction over, 133,851,251 Common Shares, representing 100% of the issued and outstanding Common Shares.
An early warning report will be filed by the Purchaser in accordance with applicable securities laws and will be available under Givex's profile on SEDAR+ at www.sedarplus.ca. To obtain a copy of the early warning report, please contact Shift4 Payments, Inc., 3501 Corporate Parkway, Center Valley, PA 18034, Attention: General Counsel, 610-596-4388.
Givex's head office is located at 134 Peter Street, Suite 1400, Toronto, ON, CA, M5V 2H2.
Advisors
Canaccord Genuity Corp. acted as exclusive financial advisor and Wildeboer Dellelce LLP acted as legal counsel to Givex. Torys LLP acted as legal counsel to the Special Committee.
Goldman Sachs & Co. LLC acted as exclusive financial advisor and Bennett Jones LLP acted as legal counsel to Shift4.
About Givex Corp.
Since 1999, Givex has provided technology solutions that unleash the full potential of engagement, creating and cultivating powerful connections that unite brands and customers. With a global footprint of 132,000+ active locations across more than 100 countries, Givex unleashes strategic insights, empowering brands through reliable technology and exceptional support. Givex's integrated end-to-end management solution provides Gift Cards, GivexPOS, Loyalty Programs and more, creating growth opportunities for businesses of all sizes and industries. Learn more about how to streamline workflows, tackle complex challenges and transform data into actionable insights at www.givex.com.
About Shift4
Shift4 (NYSE: FOUR) is boldly redefining commerce by simplifying complex payments ecosystems across the world. As the leader in commerce-enabling technology, Shift4 powers billions of transactions annually for hundreds of thousands of businesses in virtually every industry. For more information, visit shift4.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to: de-listing of the Common Shares from the Toronto Stock Exchange (including timing and effect thereof) and the applications of Givex to cease to be a reporting issuer and an offering corporation (including the timing thereof). Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. Therefore, forward-looking information should be considered carefully and undue reliance should not be placed on such information. Please note that forward-looking information in this news release reflects management's expectations as of the date hereof, and therefore is subject to change. Givex disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Additional information on these and other factors that could affect Givex's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca) and at Givex's website (www.Givex.com).
For Additional Information:
Media Contact
Jim Woodside
Email: jim.woodside@givex.com
www.givex.com
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/229279
SOURCE: Givex Corp.
