Quisitive Technology Solutions, Inc. (“
Quisitive”
or the “
Company”) (TSXV: QUIS), a premier
Microsoft Solutions Provider and Payment Solutions Provider,
acknowledges the announcement made by certain shareholders,
including Shawn Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason
Hardy and Scott Hardy (the “
Dissident
Shareholders”), that they intend to requisition a special
meeting of the Company’s shareholders (the “
Special
Meeting”).
Quisitive cautions all shareholders that it has
not yet received any formal requisition for a Special Meeting from
the Dissident Shareholders. However, the announcement by the
Dissident Shareholders indicates that such requisition will be to
consider the replacement of three of the five current members of
the Board of Directors of the Company (the
“Board”). To be successful, the Dissident
Shareholders will require the approval of a special majority of 2/3
of the votes cast at the Special Meeting.
The Company also announces that it has a special
committee comprised of independent directors (the “Special
Committee”) and the Special Committee will supervise the
process to ensure that any action taken regarding the Dissident
Shareholders’ concerns is in the best interests of the Company. The
Special Committee has also engaged William Blair & Company, LLC
as financial advisor to assist in its review of strategic
alternatives available to the Company.
Both the Company and the Board remain committed
to constructive dialogue and engagement with all shareholders. The
Company has repeatedly tried to engage the Dissident Shareholders
in a constructive dialogue about the best interests of the Company
since they were first made aware of their concerns on September 15,
2023. However, the Dissident Shareholders have refused to engage in
any meaningful discussions and have instead demanded control of the
Board. The Dissident Shareholders rely upon their own unwillingness
to engage in meaningful discussions to support a claim of
entrenchment. The Board wishes to clarify that such a claim is
categorically false. The Board had advised that all strategic
directions would be considered in the context of a discussion, if
the Dissident Shareholders will show up to talk; they have not.
The Company cautions that the Dissident
Shareholders appear to be seeking a change of control of the
Company without compensating the majority of shareholders. The
Dissident Shareholders acknowledge that they have the support of
only 33% of shareholders, yet have demanded an absolute majority of
directors be appointed by them immediately. In the context of their
refusal to entertain discussions to date, their demand appears to
be a hollow take-over attempt without paying a control premium to
the balance of shareholders.
The directors proposed by the Dissident
Shareholders to date have raised questions of independence (as most
would fail the independence tests in securities law) and expertise
(as the adequate expertise to support the Board’s audit committee
is in question). However, the Dissident Shareholders have not shown
up to talk, so the Company has been unable to assess their ability
or interest in addressing these fundamental matters of corporate
governance.
Shareholders of the Company are warned that the
Dissident Shareholders have made a number of misleading and
inaccurate statements that could undermine the Company’s share
price. Shareholders should disregard such statements. The Board,
with the oversight of the Special Committee, is committed to
pursuing the best interests of the Company and will respond
appropriately to such misleading and inaccurate statements in due
course.
About Quisitive:
Quisitive (TSXV: QUIS, OTCQX: QUISF) is a
premier, global Microsoft partner that harnesses the Microsoft
cloud platform and complementary technologies, including custom
solutions and first-party offerings, to generate transformational
impact for enterprise customers. Our Cloud Solutions business
focuses on helping enterprises move, operate, and innovate in the
three Microsoft clouds. Our Payments Solutions division leverages
the PayiQ platform powered by Microsoft Azure to transform the
payment processing industry into an entirely new source of customer
engagement and consumer value. Quisitive serves clients globally
from seventeen employee hubs across the world. For more
information, visit www.Quisitive.com and follow @BeQuisitive.
Quisitive Investor Contact
Matt Glover and John YiGateway Investor
RelationsQUIS@gatewayir.com 949-574-3860
Quisitive Management Contact
Mike ReinhartPresident and Chief Executive
Officermike.reinhart@quisitive.com 949-574-3860
Tami AndersChief of
Stafftami.anders@quisitive.com
Cautionary Note Regarding
Forward-Looking Information and Statements
This news release contains certain
“forward-looking information” within the meaning of applicable
Canadian securities legislation and may also contain statements
that may constitute “forward-looking statements” within the meaning
of the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995. All statements, other
than statements of historical fact, are forward-looking statements
and are based on expectations, estimates and projections as at the
date of this news release. Generally, any statement that involves
discussions with respect to predictions, expectations, beliefs,
plans, projections, objectives, assumptions, future events or
performance (often but not always using phrases such as "expects",
or "does not expect", "is expected", "anticipates" or "does not
anticipate", "plans", "budget", "scheduled", "forecasts",
"estimates", "believes" or "intends" or variations of such words
and phrases or stating that certain actions, events or results
"may" or "could", "would", "might" or "will" be taken to occur or
be achieved) are not statements of historical fact and may be
forward-looking information or statements. The forward-looking
information or statements in this news release may relate, among
other things, to: the Special Meeting and any requisition of such
meeting; the role of the Special Committee; and strategic
alternatives available to the Company.
These forward-looking statements are based on
reasonable assumptions and estimates of management of the Company
at the time such statements were made. Actual future results may
differ materially as forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Company to
materially differ from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors, among other things, include: risks that
the estimated financial results will differ from management’s
expectations; changes in technology, customer markets and demand
for the Company’s services; the efficacy of the Company’s software
and product offering; sales and margin risk; acquisition and
integration risks; dependence on economic and market conditions
including, but not limited to, access to equity or debt capital on
favorable terms if required; changes in market dynamics including
business relationships and competition; information system risks;
risks associated with the introduction of new products; product
design risk; risks related to the Company being a holding company;
environmental risks; customer and vendor risks; credit risks; tax
and insurance related risks; risks of legislative changes; risks
relating to remote operations; key executive risk; risk of
litigation risks; risks related to contracts with third party
service providers; risks related to the enforceability of
contracts; risks related to the economy generally; the limited
operating history of the Company; reliance on the expertise and
judgment of senior management of the Company; risks related to
proprietary intellectual property and potential infringement by
third parties; risks relating to financing activities including
leverage; risks relating to the management of growth; increased
costs associated with the Company becoming a publicly traded
company; increasing competition in the industry; risks relating to
energy costs; reliance on key inputs, suppliers and skilled labor;
cyber-security risks; risks related to quantifying the Company’s
target market; risks related to industry growth and consolidation;
fraudulent activity by employees, contractors and consultants;
conflicts of interest; risks related to the cost structures of
certain projects; risks relating to certain remedies being limited
and the difficulty of enforcement of judgments and effect service
outside of Canada; risks related to future dispositions; sales by
existing shareholders; the limited market for securities of the
Company; price volatility of the common shares of the Company; no
guarantee regarding use of available funds; currency fluctuations;
and those factors described under the heading "Risks Factors"
described in the Company’s annual information form dated May 23,
2023, and the Company's most recent management discussion &
analysis dated August 29, 2023, each available on SEDAR. Although
the forward-looking statements contained in this news release are
based upon what management of the Company believes, or believed at
the time, to be reasonable assumptions, the Company cannot assure
shareholders that actual results will be consistent with such
forward-looking statements, as there may be other factors that
cause results not to be as anticipated, estimated or intended.
Accordingly, readers should not place undue reliance on
forward-looking statements and information. There can be no
assurance that forward-looking information, or the material factors
or assumptions used to develop such forward-looking information,
will prove to be accurate. The Company does not undertake any
obligations to release publicly any revisions for updating any
voluntary forward-looking statements, except as required by
applicable securities law.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this news
release.
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