H.I.G. CAPITAL INDIRECTLY ACQUIRES ALL OF THE SHARES OF CONVERGE TECHNOLOGY SOLUTIONS CORP.
TALLAHASSEE, Fla., April 22, 2025 /CNW/ - 16728421 Canada Inc. (the "Purchaser"), a company existing under the federal laws of Canada and a wholly owned, indirect subsidiary of Mainline Information Systems, LLC, an affiliate of funds managed by H.I.G. Capital, LLC, is pleased to announce that on April 22, 2025, it acquired 189,824,997 common shares (the "Shares") in the capital of Converge Technology Solutions Corp. (the "Company"), a Toronto-based a services-led, software-enabled, information technology and cloud solutions provider, representing 100% of the issued and outstanding Shares (the "Transaction").
Immediately prior to the Transaction, the Purchaser did not own any of the then issued and outstanding Shares. Following completion of the Transaction, the Purchaser owns and controls 100% of the presently issued and outstanding Shares.
The Transaction was completed pursuant to a statutory plan of arrangement under the Canada Business Corporations Act, pursuant to and in accordance with an arrangement agreement dated February 6, 2025 between the Purchaser and the Company, as amended on April 1, 2025, whereby the Purchaser agreed to acquire:
(a) all of the issued and outstanding Shares, other than certain Shares (the "Rollover Shares") held by certain shareholders of the Company who entered into rollover equity agreements (the "Rollover Shareholders"), for a price of C$6.00 per Share in cash; and
(b) all of the Rollover Shares in exchange for units of an affiliate of the Purchaser, at an implied value of C$6.00 per unit.
The aggregate consideration paid to shareholders of the Company was valued at $1,138,949,982.
The purpose of the Purchaser's acquisition of the Shares was to facilitate the Transaction as is more particularly described in the management information circular of the Company dated March 10, 2025, a copy of which was filed on SEDAR+ under the Company's profile at www.sedarplus.ca.
The Shares are currently listed on the facilities of the Toronto Stock Exchange (the "TSX") under the symbol "CTS", the OTCQX Best Market (the "OTCQX") under the symbol "CTSDF") and the Frankfurt Stock Exchange (the "FSE") under the symbol "0ZB". It is expected that the Shares will be delisted from the facilities of the TSX on or about April 23, 2025, and, following such delisting, it is further expected that the Shares will be delisted from the facilities of the OTCQX and FSE, respectively. The Purchaser also intends to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements.
An early warning report will be filed on SEDAR+ at www.sedarplus.ca under the Company's profile.
The head office of the Company is located at 161 Bay Street, Suite 2325, Toronto, Ontario M5J 2S1. The head office of the Purchaser is located at 1700 Summit Lake Dr, Tallahassee, Florida, United States 32317.
SOURCE H.I.G. Capital, LLC

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