Converge Technology Solutions Corp. Acquires Unique Digital Technology, Inc.

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Unique Digital delivers a variety of customized IT solutions and services with highly trained technical engineers and leading-edge technologies to assist and streamline the rapid growth of data.

TORONTO, Oct. 1, 2020 /CNW/ - Converge Technology Solutions Corp. ("Converge" or "the Company") (TSXV: CTS) (FSE: 0ZB) (OTCQX: CTSDF) announced today that it has acquired Unique Digital Technology, Inc. (Unique Digital), a Texas-based IT Solutions Provider focused on architecting and implementing solutions in big data, cloud, data protection, networking, security, and virtualization.

Unique Digital generated revenue of approximately $70 million for the trailing twelve-month period ended August 31, 2020. Consideration for the purchase consisted of US$5.35 million in cash, US$2.4 million in promissory notes and earn-out payments of up to US$1.5 million in aggregate, payable over three years. Assuming Unique Digital achieves the minimum level of EBITDA to earn the full earn out, the purchase multiple for the transaction would be approximately 3.1 times EBITDA in the third year following closing. Assuming no earn out payments are made, the purchase multiple would be approximately 4.4 times EBITDA for the trailing twelve-month period ended August 31, 2020. In addition, the company will have $1.25 million of positive working capital at closing with any excess or shortfall to be settled post closing. The cash portion of the purchase price was financed by Converge's recently announced bought deal financing. The acquisition is expected to be immediately accretive to Converge, resulting in increased revenue and adjusted EBITDA.

Unique Digital's CEO, Andy Pratt, will continue in his role along with the existing Unique Digital management team. Converge will look to introduce its Software Enabled Hybrid IT solutions including identity-based cognitive, resiliency managed services, multi-cloud solutions, and enterprise blockchain to existing and new Unique Digital customers while leveraging Unique Digital specializations ranging from cloud architecture, networking, storage, high availability, and data protection solutions related to mission critical environments to Converge clients across North America.

For over three decades, Unique Digital has delivered a variety of customized solutions and services. Their highly trained technical engineers work closely with organizations to successfully execute and support their IT strategies. By partnering with leading-edge technologies, Unique Digital assists in consolidating and streamlining the rapid growth of data in your environment. It offers an onsite lab where the latest hardware and software from industry-leading manufacturers are tested to enhance product and solution delivery. Its data center lab environment enables organizations to preview and demo new technological developments before implementation or procurement.

"We live in a data-driven world. Companies are leveraging large pools of data to formulate their business strategy. New technologies are being developed every day and with that, more data is being created. By joining the Converge family, we are confident that Unique Digital will better serve its customers by augmenting the existing offerings and solutions. We are excited to add Converge's platform of offerings to new and existing customers. For us, it is the best way to continue to architect, implement, and support the latest technology solutions and accelerate the growth of our organization," said Andy Pratt, CEO of Unique Digital.

"We look forward to Unique Digital joining the Converge family of companies," said Shaun Maine, CEO of Converge. "Like the PCD Solutions acquisition earlier this year in Canada, Unique Digital brings deep VMware capabilities to Converge's US operations. With Texas containing four of the top-10 largest US cities (Houston, Dallas, Austin, and San Antonio), we expect Unique Digital's strategic alignment with Dell Technologies as a Titanium partner and highly trained technical staff to be critical assets in becoming a dominant software-enabled Hybrid IT provider in the Texas marketplace."

Unique Digital marks the thirteenth 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.; VSS, LLC; and Solutions P.C.D., Inc.

About Converge
Converge Technology Solutions Corp. is a North American Hybrid IT Solution Provider focused on delivering industry leading solutions and services. Converge's regional sales and services organizations deliver advanced analytics, cloud, cybersecurity, and managed services offerings to clients across various industries. The Company supports these solutions with talent expertise and digital infrastructure offerings across all major IT partners in the marketplace. This multi-faceted approach enables Converge to address the unique business and technology requirements for all clients in the public and private sectors. For more information, visit convergetp.com.

About Unique Digital
For over three decades, Unique Digital has provided its customers with customized solutions and services to simplify, transform, and maintain their IT infrastructure. By partnering with industry-leading technology companies, Unique Digital enables its customers to manage complex IT demands with superior solutions. Their highly trained technical staff addresses the entire IT infrastructure to deliver turn-key solutions that solve current and future IT needs. For more information, visit http://uniquedigital.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.

Converge Technology Solutions Corp., Email: [email protected], Phone: [phone]

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