Pivot Technology Solutions, Inc. Announces Shareholder Approval of Arrangement with Computacenter plc
TORONTO, Oct. 23, 2020 /CNW/ - Pivot Technology Solutions, Inc. (TSX: PTG) ("Pivot"), a full-service information technology provider, is pleased to announce that, at its special meeting (the "Pivot Meeting") of shareholders of Pivot ("Pivot Shareholders"), Pivot Shareholders approved the plan of arrangement (the "Arrangement") with Computacenter plc ("Computacenter") and 1264283 B.C. Ltd. (the "Purchaser"), a wholly-owned subsidiary of Computacenter, pursuant to which the Purchaser will acquire all of the outstanding common shares of Pivot ("Pivot Shares") for consideration consisting of C$2.60 cash per Pivot Share, for an equity value of approximately C$105.8 million, which was previously announced on September 9, 2020.
The Arrangement required approval by (i) at least two-thirds (662/3%) of the votes cast by Pivot Shareholders on the resolution approving the Arrangement, present in person or by proxy and entitled to vote at the Pivot Meeting and (ii) a simple majority of the votes cast at the Pivot Meeting in person or by proxy by Pivot Shareholders, excluding Pivot Shares required to be excluded pursuant to applicable securities laws.
Of the votes cast at the Pivot Meeting with respect to the Arrangement, an aggregate of 20,849,826 Pivot Shares were voted in favour of the Arrangement, representing approximately 98.04% of the votes cast. In addition, an aggregate of 20,641,885 Pivot Shares, representing approximately 98.02% of the votes cast excluding such Pivot Shares required to be excluded pursuant to applicable securities laws, were voted in favour of the Arrangement.
Pivot's full report of voting results will be filed on SEDAR (www.sedar.com) under Pivot's issuer profile.
Pivot intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement at a hearing expected to be held on October 29, 2020. Assuming timely receipt of all necessary court, third-party approvals and the satisfaction of all other conditions, closing of the Arrangement is expected to occur on or about November 2, 2020. Following completion of the Arrangement, Pivot Shares will be delisted from the Toronto Stock Exchange and Pivot will apply to cease to be a reporting issuer under applicable Canadian securities laws.
Upon the closing of the Arrangement, Pivot Shareholders will be entitled to receive C$2.60 in cash for each Pivot Share held. Registered Pivot Shareholders can submit their share certificates along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement.
Further information about the Arrangement is available in the management information circular dated September 23, 2020 and related proxy materials, which are available on SEDAR under Pivot's issuer profile and on Pivot's website at https://www.pivotts.com/investors/special-meeting.
ABOUT PIVOT TECHNOLOGY SOLUTIONS
Pivot is an industry-leading information technology services and solutions provider to many of the world's most successful companies, including members of the Fortune 1000, as well as governments and educational institutions. By leveraging its extensive OEM partnerships and its own fulfillment, professional, deployment, workforce and managed services, Pivot supports the IT infrastructure needs of its clients. For more information, visit www.pivotts.com.
FORWARD LOOKING STATEMENTS
Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that Pivot believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to Pivot Shareholders pursuant to the Arrangement, the ability of Pivot, Computacenter and 1264283 B.C. Ltd. to consummate the Arrangement on the terms and in the manner contemplated thereby, the anticipated timing of the Arrangement, the delisting of Pivot Shares from the Toronto Stock Exchange and the ceasing of Pivot being subject to applicable Canadian securities laws as a reporting issuer. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement, as well as other uncertainties and risk factors set out in filings made from time to time by Pivot with the Canadian securities regulators, which are available on SEDAR at www.sedar.com. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Pivot assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.
SOURCE Pivot Technology Solutions, Inc
David Toews, Chief Financial Officer, Pivot Technology Solutions, Inc., [email protected]
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