MDF MDF Commerce Inc

mdf commerce inc. (“mdf commerce” or the “Corporation”) (TSX:MDF), a SaaS leader in digital commerce technologies, today announced that it has entered into a share purchase agreement (the “Share Purchase Agreement”) with SPS Commerce, Inc. (“SPS”) and concurrently closed the transaction for the sale of its wholly owned subsidiary InterTrade Systems Inc. (“InterTrade”). Financial references are expressed in Canadian dollars unless otherwise indicated.

“We are thankful for the hard work and dedication on the part of InterTrade employees, who built this business and its envious reputation over the years. As a world-leading retail network connecting trading partners around the globe, SPS commerce represents a perfect fit to bring this business to the next level and to provide even more value to customers,” stated Luc Filiatreault, Chief Executive Officer of mdf commerce. “This sale also fits well with our strategic goal of adding focus and investing in our two core platforms, eprocurement and ecommerce. The received consideration will allow the Corporation to improve its balance sheet and create near-term shareholder value within mdf commerce.”

Pursuant to the Share Purchase Agreement, SPS acquired all the issued and outstanding shares of InterTrade for a total, all-cash consideration of $65.8 million1 (US$48.5 million), subject to certain customary post-closing adjustments. The total consideration consists of an upfront payment of $62.7 million1 (US$46.2 million), which is net of amounts in escrow for customary indemnification purposes and the completion of certain transition services within prescribed timing, the whole subject to customary purchase price adjustments.

The proceeds from the sale will be used to repay the Corporation’s Term Facility of $21.7 million1 (US$16 million) in full at Closing. The balance of net proceeds will go towards repaying the Corporation’s Revolving Facility drawn in US and Canadian dollars.

Upon repayment of the Term Facility, it will no longer be available. The Corporation’s Revolving Facility which has a limit of up to $50 million, with an accordion amount of up to $20 million (which is subject to lender’s approval), will remain available to mdf commerce until its maturity on August 31, 2024. In addition, as a consequence of the closing of the transaction, a third amendment to the Credit Agreement was executed on October 4, 2022, which provides for a waiver of the fixed charge coverage ratio, which is replaced with a minimum EBITDA (as defined in the Credit Agreement) for the next three fiscal quarters ending on December 31, 2022, March 31, 2023, and June 30, 2023, and that, until June 30, 2023, requires the approval of the use of the funds as it relates to borrowings in excess of $30 million.

The InterTrade solution provides business-to-business (B2B) integration solutions to better manage the Supply Chain Collaboration between trading partners and was part of mdf commerce’s Unified Commerce platform. Further to the sale of InterTrade, mdf commerce’s Unified Commerce platform will be renamed ecommerce and will be comprised of mdf commerce’s two ecommerce solutions: Orckestra and k-ecommerce.

1 Translated at USD/CAD of 1.3574

About mdf commerce inc.

mdf commerce inc. (TSX: MDF) enables the flow of commerce by providing a broad set of SaaS solutions that optimize and accelerate commercial interactions between buyers and sellers. Our platforms and services empower businesses around the world, allowing them to generate billions of dollars in transactions on an annual basis. Our eprocurement, ecommerce and emarketplace platforms are supported by a strong and dedicated team of over 700 employees based in Canada, the United States, Denmark, Ukraine, and China. For more information, please visit us at mdfcommerce.com, follow us on LinkedIn or call at 1-877-677-9088.

Forward-Looking Statements

Certain statements in this press release herein constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause mdf commerce’s, or the Corporation’s industry’s actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by any of the Corporation’s statements. Such factors may include, but are not limited to, risks and uncertainties that are discussed in greater detail in the “Risk Factors and Uncertainties” section of the Corporation’s Annual Information Form as at March 31, 2022, as well as in the “Risk Factors and Uncertainties” section of the Management’s Discussion and Analysis for the first quarter ended June 30, 2022 and elsewhere in the Corporation’s filings with the Canadian securities regulators, as applicable. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “anticipates,” “intends,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negatives of these terms or other comparable terminology. These statements are only predictions. Examples of such statements include statements with respect to post-closing adjustments, timing of completion of certain transition services and borrowings under the Revolving Facility. Forward-looking statements are based on management’s current estimates, expectations, and assumptions, which management believes are reasonable as of the date hereof, and are inherently subject to significant business, economic, competitive, and other uncertainties and contingencies regarding future events and are accordingly subject to changes after such date. Undue importance should not be placed on forward-looking statements, and the information contained in such forward-looking statements should not be relied upon as of any other date. Actual events or results may differ materially. We cannot guarantee future results, levels of activity, performance, or achievement. The forward-looking statements included in this press release are made as of the date of this press release and we disclaim any intention, and assume no obligation, to update these forward-looking statements, except as required by applicable securities laws.

Additional information about mdf commerce, including the Corporation’s interim condensed consolidated financial statements as at June 30, 2022 and 2021 and for the three-month periods then ended, Management’s Discussion and Analysis for the first quarter ended June 30, 2022 and its latest Annual Information Form as at March 31, 2022 are available on the Corporation’s website www.mdfcommerce.com and have been filed with SEDAR at www.sedar.com

For further information:

mdf commerce inc.

Luc Filiatreault, President & CEOToll free: 1-877-677-9088, ext. 2004Email: luc.filiatreault@mdfcommerce.com

Deborah Dumoulin, Chief Financial OfficerToll free: 1-877-677-9088, ext. 2134Email: deborah.dumoulin@mdfcommerce.com

André Leblanc, Vice President, Marketing and Public AffairsToll Free: 1-877-677-9088, ext. 8220Email: andre.leblanc@mdfcommerce.com