Genifi Announces Amended Shareholders Meeting Date
TORONTO, March 25, 2024 /CNW/ - Genifi inc. (TSXV: GNFI) ("genifi" or the "Company") announced today that it intends to amend the date of its upcoming shareholders meeting (the "Meeting"), being held to consider, among other things, the proposed transaction (the "Transaction") to take the Company private (as set forth in the Company's February 23, 2024 press release), from April 19, 2024 to May 24, 2024.
The Company has decided to amend the Meeting date so that shareholders of the Company will have the benefit of reviewing the Company's audited financial statements and management's discussion and analysis for the period ended December 31, 2023 when considering whether to approve the Transaction.
As set forth in the Company's press release dated February 23, 2024, the Company has entered into an agreement (the "Agreement") with Tom Beckerman to privatize the Company by way of share consolidation and purchase. Pursuant to the Agreement, the Company proposes to complete a share consolidation and then compulsorily purchase all common shares, other than the common shares held by Mr. Beckerman, for cash consideration of $0.01 per pre-consolidation common share. Upon completion of the Transaction, Mr. Beckerman is expected to be the sole shareholder of the Company, which will then be delisted from the Exchange.
Prior to completing the Transaction, the Company will seek the approval of shareholders for the share consolidation to facilitate the Transaction. At the special meeting of shareholders, shareholders will be asked to approve, among other things, a special resolution authorizing the consolidation of the outstanding common shares of the Company on the basis of one post-consolidation common share for every 78,000,000 pre-consolidation common shares and purchase without prior notice of all fractional post-consolidation common shares. The special resolution must be passed by at least two-thirds of the votes cast by shareholders present in person or represented by proxy at the shareholders' meeting as well as by at least a majority of the votes cast by minority shareholders present in person or represented by proxy at the shareholders' meeting, such minority shareholders will not include Mr. Beckerman. Shareholders will have the right to dissent provided for in section 190 of the Canada Business Corporations Act and such right of dissent will be described in the information circular.
Further details regarding the Transaction can be found in the Company's press release issued on February 23, 2024 and the Agreement which can be found on SEDAR+ at www.sedarplus.ca. In addition, additional details regarding the Transaction including the process pursuant to which the independent directors of the Company negotiated and considered the transaction, will be set forth in the information circular that will be sent to shareholders in connection with the Meeting and will be posted on SEDAR+ at www.sedarplus.ca.
The Company's board of directors cautions shareholders and others considering trading in the common shares of the Company that the completion of the Transaction remains subject to a number of conditions including, but not limited to, receipt of all regulatory and shareholder approvals. The completion of the Transaction is subject to the satisfaction of certain other closing conditions customary in a transaction of this nature. If and when these conditions are satisfied, it is expected that the completion of the Transaction will be completed following the Meeting. If the Transaction is completed, the common shares of the Company will be delisted from the Exchange and the Company will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is a reporting issuer.
About genifi inc.:
Genifi (formerly Prodigy Ventures) delivers Fintech innovation, with its cutting-edge platforms: IDVerifact for digital identity verification, and tunl.chat for generative AI chat. Genifi has been recognized as one of Canada's fastest-growing companies and is committed to driving innovation in the Fintech industry.
Certain information set out in this news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. Forward looking information includes without limitation, statements regarding the completion of the going private transaction. Although genifi believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. The forward-looking information is based on certain assumptions, which could change materially in the future, including the assumption that the Company is able to effect the privatization using the proposed method, the Company is able to obtain the necessary regulatory and shareholder approvals, the parties are able to satisfy or waive, if waiver is possible, the conditions to completing the transaction. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, risk factors set forth in genifi's Management's Discussion and Analysis for the period ended September 30, 2023, a copy of which is filed on SEDAR+ at www.sedarplus.ca. Readers are cautioned that this list of risk factors should not be construed as exhaustive. These statements are made as at the date hereof and unless otherwise required by law, genifi does not intend, or assume any obligation, to update these forward-looking statements.
Neither 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 genifi inc.
GENIFI INC., Andrew Hilton, Chief Financial Officer, [email protected], 416-606-8833
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