mdf commerce inc. (“
mdf” or the
“
Company”) (TSX: MDF), a SaaS leader in digital
commerce technologies, announced today that at the Company’s
special meeting (the “
Meeting”) of its
shareholders (the “
Shareholders”) held
earlier today, an overwhelming majority of Shareholders voted in
favour of the special resolution (the “
Arrangement
Resolution”) approving the previously announced
statutory plan of arrangement under the Canada Business
Corporations Act involving the Company and 9511-1357 Québec Inc.
(the “
Purchaser”), an entity affiliated with funds
managed by KKR, a leading global investment firm, pursuant to which
the Purchaser will acquire all of the issued and outstanding common
shares (the “
Shares”) in the capital of the
Company for $5.80 in cash per Share
(the “
Consideration”), the whole subject to
the terms and conditions of the arrangement agreement dated March
11, 2024 (the “
Arrangement Agreement”) between the
Company and the Purchaser
(the “
Arrangement”).
Approval of the Arrangement Resolution required
the affirmative vote of at least two-thirds (66 2/3%) of the
votes cast by Shareholders virtually present or represented by
proxy and entitled to vote at the Meeting (each holder of Shares
being entitled to one vote per Share).
Details on the voting results at the Meeting are
set forth below:
Total Shares voted at the Meeting |
29,134,025 |
Total Shares voted FOR the Arrangement Resolution |
28,881,981 |
Percentage of Shares voted FOR the Arrangement Resolution |
99.13% |
A report on voting results for the Meeting will
be filed under the Company’s profile on SEDAR+ at
www.sedarplus.ca.
mdf anticipates returning to the Superior Court
of Québec (the “Court”) on May 15, 2024 to
seek a final order of the Court approving the Arrangement.
Completion of the Arrangement remains subject to closing conditions
as set forth in the Arrangement Agreement, including approval of
the Court. Assuming that the conditions to closing are satisfied or
waived (if permitted), it is expected that the Arrangement will be
completed on or about May 17, 2024. Following completion of the
Arrangement, KKR intends to cause the Shares to be delisted from
the Toronto Stock Exchange (“TSX”) and
applications will be made for mdf to cease to be a reporting issuer
under applicable securities laws.
Additional information regarding the Arrangement
and the procedure for exchange of Shares for the Consideration is
provided in the Company’s management information circular in
respect of the Meeting dated April 10, 2024, a copy of which is
available on SEDAR+ under the Company’s profile at
www.sedarplus.ca.
Forward Looking Information
This press release contains “forward-looking
information” and “forward-looking statements” (collectively,
“forward-looking information”) within the meaning of applicable
securities laws. This information includes, but is not limited to,
statements relating to mdf commerce's business objectives, expected
growth, results of operations, performance and financial results.
In some cases, forward-looking information can be identified by the
use of forward-looking terminology such as “expects”, “estimates”,
“outlook”, “forecasts”, “projection”, “prospects”, “intends”,
“anticipates”, “believes”, or variations of such words and phrases
or statements that certain actions, events or results “may”,
“could”, “would”, “might”, “will”, “will be taken”, “occur” or “be
achieved”. In addition, any statements that refer to expectations,
intentions, projections or other characterizations of future events
or circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management’s expectations, estimates and
projections regarding future events or circumstances.
Forward-looking information in this press release include, among
other things, statements relating to the anticipated timing for
completion of the Arrangement, including the parties’ ability to
satisfy the conditions to the consummation of the Arrangement; the
delisting of the Shares from the TSX and the Company ceasing to be
a reporting issuer under applicable securities laws; the timing of
the hearing for the final order; and the receipt of the required
Court approval and other customary closing conditions.
Risks and uncertainties related to the
transactions contemplated by the Arrangement Agreement include, but
are not limited to: the possibility that the Arrangement will not
be completed on the terms and conditions, or on the timing,
currently contemplated, and that it may not be completed at all,
due to a failure to obtain or satisfy, in a timely manner or
otherwise, required regulatory and court approvals and other
conditions to the closing of the Arrangement or for other reasons;
the negative impact that the failure to complete the Arrangement
for any reason could have on the price of the Shares or on the
business of the Company; KKR’s failure to pay the Consideration at
closing of the Arrangement; the business of mdf commerce may
experience significant disruptions, including loss of clients or
employees due to Arrangement related uncertainty, industry
conditions or other factors; risks relating to employee retention;
the risk of regulatory changes that may materially impact the
business or the operations of the Company; the risk that legal
proceedings may be instituted against mdf commerce; and risks
related to the diversion of management’s attention from mdf
commerce’s ongoing business operations while the Arrangement is
pending; and other risks and uncertainties affecting mdf commerce,
including those described in the “Risk Factors and Uncertainty”
section of the Company’s Annual Information Form for the year ended
as at March 31, 2023, as well as in the “Risk Factors and
Uncertainties” section of the Company’s Management’s Discussion and
Analysis for the third quarter ended December 31, 2023 and
elsewhere in the Company’s filings with the Canadian securities
regulators, as applicable.
Although we have attempted to identify important
risk factors that could cause actual results to differ materially
from those contained in forward-looking information, there may be
other risk factors not presently known to us or that we presently
believe are not material that could also cause actual results or
future events to differ materially from those expressed in such
forward-looking information. There can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. No forward-looking statement is a guarantee of future
results. Accordingly, you should not place undue reliance on
forward-looking information, which speaks only as of the date made.
The forward-looking information contained in this press release
represents the Company’s expectations as of the date of this press
release (or as the date they are otherwise stated to be made) and
are subject to change after such date. However, the Company
disclaims any intention or obligation or undertaking to update or
revise any forward-looking information whether as a result of new
information, future events or otherwise, except as required under
applicable securities laws in Canada. All of the
forward-looking information contained in this press release is
expressly qualified by the foregoing cautionary statements.
About mdf commerce inc.
mdf commerce inc. enables the flow of commerce
by providing a broad set of software as a service (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
emarketplaces solutions are supported by a strong and dedicated
team of approximately 650 employees based in Canada and in the
United States. For more information, please visit us at
mdfcommerce.com, follow us on LinkedIn or call at 1 877
677-9088.
About KKR
KKR is a leading global investment firm that
offers alternative asset management as well as capital markets and
insurance solutions. KKR aims to generate attractive investment
returns by following a patient and disciplined investment approach,
employing world-class people, and supporting growth in its
portfolio companies and communities. KKR sponsors investment funds
that invest in private equity, credit and real assets and has
strategic partners that manage hedge funds. KKR’s insurance
subsidiaries offer retirement, life and reinsurance products under
the management of Global Atlantic Financial Group. References to
KKR’s investments may include the activities of its sponsored funds
and insurance subsidiaries. For additional information about
KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at
www.kkr.com. For additional information about Global Atlantic
Financial Group, please visit Global Atlantic Financial Group’s
website at www.globalatlantic.com.
Source: mdf commerce inc.
www.mdfcommerce.com
Contact:
For mdf commerce media inquiries:Brigitte Guay,
Director – Corporate Communications514
702-9658brigitte.guay@mdfcommerce.com
For KKR media inquiries: Liidia Liuksila212
230-9722media@kkr.com
This press release shall not constitute an offer
to purchase or a solicitation of an offer to sell any securities,
or a solicitation of a proxy of any securityholder of any person in
any jurisdiction. Any offers or solicitations will be made in
accordance with the requirements under applicable law. Shareholders
are advised to review any documents that may be filed with
securities regulatory authorities and any subsequent announcements
because they will contain important information regarding the
Arrangement and the terms and conditions thereof. The circulation
of this press release and the Arrangement may be subject to a
specific regulation or restrictions in some countries.
Consequently, persons in possession of this press release must
familiarize themselves and comply with any restrictions that may
apply to them.
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