Converge Technology Solutions Corp. Acquires PCD Solutions

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ 

PCD Solutions is an integration specialist and provider of consulting services for Hybrid IT infrastructure environments in Quebec and Canada, focused on system architecture, infrastructure virtualization and high availability and protection mechanisms related to critical applications.

TORONTO, Feb. 10, 2020 /CNW/ - Converge Technology Solutions Corp. ("Converge" or "the Company") (TSXV:CTS)  (FSE:0ZB) (OTCQX:CTSDF) announced today that it has acquired all of the issued and outstanding shares of Solutions P.C.D. Inc and P.C.D. Consultation Inc. (collectively "PCD Solutions"),  a Canadian based partner focused on solutions in enterprise system architecture, storage and information management, virtualization and cloud, and business continuity and disaster recovery. PCD Solutions brings its customers and highly skilled teams comprised of experienced technology experts, business consultants, and industry thought leaders to Converge's fast growing platform.

PCD Solutions generated revenue of approximately $33 million for the trailing twelve month period ended November 30, 2019. Consideration for the purchase consisted of a combination of cash, promissory notes and annual earn-out payments over three years.   Assuming no earn-out payments are made, the purchase multiple for the transaction would be 5.2 times EBITDA for the trailing twelve month period ended November 30, 2019 of approximately $2.3 million, or 4.6 times after adjusting for positive working capital remaining in PCD Solutions at closing.  Assuming PCD Solutions achieves the minimum level of EBITDA to earn the full earn-out payments, the purchase multiple would be approximately 5.5 times EBITDA of $3 million in the third year following closing, or 5.0 times after adjusting for positive working capital in PCD Solutions at closing. The cash portion of the purchase price was financed by Converge's credit facilities. The acquisition is expected to be immediately accretive to Converge, resulting in increased revenue and adjusted EBITDA.

PCD Solutions Co-Presidents Carl Deschênes and Pierre Cayouette will continue in their roles along with the existing PCD Solutions management team. Converge will look to introduce its Software Enabled Hybrid IT solutions including identity-based cognitive, cybersecurity, resiliency managed services, multi-cloud solutions, and enterprise Blockchain to existing and new PCD Solutions customers while leveraging PCD Solutions specializations ranging from software defined datacenter and cloud architecture, storage, and high availability and protection mechanisms related to mission critical environments to Converge clients across North America. 

For the last 23 years, PCD Solutions has worked hand in hand with customers to architect, design and deploy innovative technology foundations for the most critical IT environments; building a solid reputation for implementing solutions that work along with the stability and continuity of relationships with customers and partners. 

"Change is accelerating in the era of the cloud and by joining the Converge family, we are confident that PCD Solutions will up the pace to serve customers better by augmenting the existing offerings and portfolio.  PCD Solutions is now poised to deliver a more widely-based platform of services to its customers while still offering the innovative solutions it is known for," said Pierre Cayouette, Co-President of PCD Solutions. "We are excited to add Converge's platform of offerings to new and existing customers. For us, it is the best way to accelerate what we have started 3 years ago and become a leading hybrid cloud integrator in our marketplace" said Carl Deschênes, Co-President of PCD Solutions.

"We look forward to PCD Solutions joining the Converge family of companies," said Shaun Maine, CEO of Converge. "'We expect PCD Solutions' sales and solutions strength to enhance our capabilities in becoming a dominant software-enabled Hybrid IT provider in the Quebec and Canadian marketplace as it builds on the platforms we have created with our previous acquisitions. PCD Solutions also brings a level of expertise around VMware that will allow us to continue to drive value with our Converge Hybrid cloud offerings to our clients."  

PCD Solutions marks the twelfth acquisition completed by Converge since October 2017. Converge's family of companies also includes Corus Group, LLC; Northern Micro, Inc.; 10084182 Canada Inc. operating as Becker-Carroll; Key Information Systems, Inc.; BlueChip Tek, Inc.; Lighthouse Computer Systems, Inc.; Software Information Systems LLC.; Nordisk Systems, Inc.; Essex Technology Group, Inc.; Datatrend Technologies, Inc.; and VSS, LLC.

About Converge
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 solutions 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. For more information, visit http://www.convergetp.com.

About PCD Solutions

PCD Solutions has been a key player in many IT infrastructure and digital transformation projects in Quebec, including several TOP 500 Canadian Businesses and leading public sector organizations.  PCD Solutions has put together the most competent team of VMware Cloud infrastructure experts in the province of Quebec to assist customers in the transition to the Hybrid Cloud era. For more information, visit http://pcdsolutions.com.

Notice to Reader:  Use of Non-IFRS Financial Measures and Forward-Looking Statements

1.  Non-IFRS Financial Measures

In this news release, certain non-IFRS measures to evaluate performance are used.  The term "Adjusted EBITDA" does not have any standardized meaning prescribed within IFRS and therefore may not be comparable to similar measures presented by other companies.  Such measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS such as net income.  Adjusted EBITDA is defined as gross profit less selling, general and administrative expenses, and corresponds to income before income tax, depreciation and amortization, finance expenses, change in fair value of contingent consideration, transaction costs for acquisitions and other non-operating expenses.

Management believes Adjusted EBITDA is an important indicator as it excludes certain items that are non-cash expenses, items that cannot be influenced by management in the short term and items that do not impact core operating performance, demonstrating VSS' ability to generate liquidity through operating cash flow to fund working capital needs, service outstanding debt and fund future capital expenditures.  Adjusted EBITDA is used by some investors and analysts for the purposes of valuing an issuer.  The intent of Adjusted EBITDA is to provide additional useful information to investors and analysts and is also used by management as an internal performance measurement.

2.  Forward-Looking Information

This news 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.

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 Converge Technology Solutions Corp.

Mary Anne Palangio, Chief Financial Officer, Converge Technology Solutions Corp., Email: [email protected], Phone: [phone]; Virtus Advisory Group, Shareholder Inquiries, Email: [email protected], Phone: [phone]

Related Links

https://convergetp.com/