TORONTO, Jan. 17, 2020 /CNW/ - VersaPay
Corporation (TSXV: VPY) (the "Company" or "VersaPay"), a
leading provider of cloud-based invoice-to-cash solutions including
electronic invoice presentment and payment, automated accounts
receivable, cash application and collections management, announced
today that it has commenced mailing materials to the shareholders
of VersaPay (the "Shareholders"), including the management
information circular of the Company dated January 15, 2020 (the "Circular"), for the
special meeting of VersaPay Shareholders (the "Meeting") to
be held on February 14, 2020 in
connection with the proposed acquisition by 1233518 B.C. Ltd. (the "Purchaser"), an
affiliate of Great Hill Partners ("Great Hill"), of all of
the issued and outstanding common shares of the Company
("VersaPay Shares") by way of a statutory plan of
arrangement under the Canada Business Corporations Act (the
"Arrangement") previously announced on December 13, 2019.
Materials for the Meeting, including the Circular, are available
on SEDAR at www.sedar.com and are available on the Company's
website at www.versapay.com.
The Consideration
Under the Arrangement, each Shareholder will receive cash
consideration of $2.70 for each
VersaPay Share held (the "Consideration"). The Consideration
represents a 47.5% premium to the closing price of the VersaPay
Shares on the TSX Venture Exchange (the "TSXV") on
December 12, 2019, the last trading
day prior to the announcement of the Arrangement, and a 64.5%
premium to the volume weighted average price of the VersaPay Shares
on the TSXV over the 30 trading days prior to December 12, 2019.
Board Recommendation
The board of directors of the Company (the "Board"),
after consulting with its financial and legal advisors, and after
considering, among other things, the unanimous recommendation of
the special committee of the (the "Special Committee") and
the fairness opinion of Capital Canada Limited, unanimously
determined that the Arrangement is in the best interests of
VersaPay and fair to the Shareholders, and unanimously recommends
that Shareholders vote in favour of the Arrangement. The
Board and the Special Committee, in unanimously determining that
the Arrangement is in the best interests of the Company and fair to
the Shareholders, and in making their respective recommendations,
considered and relied upon a number of factors, including, among
others, the following:
- Premium to Market Price – The Consideration represents a
47.5% premium to the closing price of the VersaPay Shares on the
TSXV on December 12, 2019, the last
trading day prior to the announcement of the Arrangement, and a 64%
premium to the volume weighted average price of the VersaPay Shares
on the TSXV over the 30 trading days prior to December 12, 2019.
- Form of Consideration – The form of Consideration
to be paid to Shareholders pursuant to the Arrangement is all cash,
which provides certainty of value and immediate liquidity to
Shareholders.
- Credibility of Great Hill – Great Hill's commitment,
credit worthiness and record of completing transactions and
anticipated ability to complete the Arrangement and the fact that
the Purchaser's obligation to pay the Consideration and other
payments required to be made by the Purchaser pursuant to the
arrangement agreement between the Purchaser and the Company in
respect of the Arrangement will backed by an equity commitment
letter from a fund managed by Great Hill.
The Board UNANIMOUSLY recommends that
Shareholders vote FOR the Arrangement
Your vote is important regardless of the number of
VersaPay Shares you own. As a Shareholder, it is very important
that you read the Circular and related materials with respect to
the Meeting carefully and then vote your VersaPay Shares. You are
eligible to vote your VersaPay Shares if you were a Shareholder of
record at the close of business on January
8, 2020.
VersaPay Meeting
The Meeting will be held on Friday,
February 14, 2020 at 10:00
a.m. (Toronto Time), at the offices of Cassels Brock & Blackwell LLP, Suite 2100,
Scotia Plaza, 40 King Street West, Toronto, Ontario.
At the Meeting, Shareholders will be asked to consider and, if
thought advisable, to pass a special resolution approving the
Arrangement. The Circular contains a detailed description of
the Arrangement, as well as certain additional information relating
to VersaPay. If the requisite Shareholder approval is
obtained at the Meeting and if the other conditions to the
Arrangement becoming effective are satisfied or waived, it is
expected that the Arrangement will be completed on or about
February 21, 2020.
YOUR VOTE IS IMPORTANT – PLEASE VOTE
TODAY
Shareholder Questions and Assistance
If you have any questions or require assistance voting your
VersaPay Shares, please contact our proxy solicitation agent,
Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in
North America, or outside
North America at +1 416 304-0211,
or by e-mail at assistance@laurelhill.com.
About Great Hill
Great Hill Partners is a Boston-based private equity firm targeting
investments of US$25 million to
US$500 million in high-growth
companies across the consumer, digital infrastructure, financial
technology, healthcare, and software sectors. Over the past two
decades, Great Hill has raised nearly US$8
billion of commitments and invested in more than 75
companies, establishing an extensive track record of building
long-term partnerships with entrepreneurs and providing flexible
resources to help middle-market companies scale. For more
information, visit www.greathillpartners.com.
About VersaPay Corporation
VersaPay is a Fintech company and leading provider of
cloud-based invoice-to-cash solutions, enabling businesses to
provide a superior customer experience, get paid faster, streamline
financial operations, and dramatically reduce DSO and costs.
VersaPay ARC is the first platform to provide Customer-Centric
ARÔ with a customer self-service environment to view invoices
online, collaborate on inquiries and disputes, and facilitate
secure online payments (EFT/ACH and credit card). Businesses gain
access to a suite of powerful tools that enable efficient
collections, cash application and real-time insight into accounts
receivable. VersaPay ARC automatically reconciles payments and
account information through integrations with a wide range of ERPs
and accounting software providers.
More information about VersaPay is available at
www.versapay.com or under the Company's profile on SEDAR at
www.sedar.com.
Forward Looking and Other Cautionary Statements
This press release contains "forward-looking information" which
may include, but is not limited to, statements with respect to the
Meeting and the completion of the Arrangement, including expected
timing, and statements with respect to the anticipated benefits of
the Arrangement to VersaPay and the Shareholders. Generally,
forward-looking information can be identified by the use of
terminology such as "anticipates", "believes", "expects", "plans",
"intends", "estimates", "schedules", "forecasts", "budgets",
"proposes", or variations or comparable language of such words and
phrases or statements that certain actions, events or results
"may", "could", "would", "should", "might" or "will", "occur" or
"be achieved" or the negative connotation thereof.
Forward-looking information is based upon certain assumptions
and other important factors that, if untrue or incorrect, could
cause the actual results, performance or achievements of the
Company to be materially different from future results, performance
or achievements expressed or implied by such information.
Readers should not place undue reliance on forward–looking
information. Factors that could cause actual results to differ
materially from any forward–looking information 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 Shareholder and court approvals and other conditions of
closing necessary to complete the Arrangement or for other reasons,
the possibility of adverse reactions or changes in business
relationships resulting from the announcement or completion of the
Arrangement, and changes in equity markets. Specific reference is
made to the "Risk Factors" section of the Circular which is
available on SEDAR at www.sedar.com for a discussion of some
of the factors and risks underlying forward–looking information.
All of the forward–looking information in this news release is
qualified by these cautionary statements and are made as of the
date hereof. The Company assumes no responsibility to update them
or revise them to reflect new events or circumstances other than as
required by 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
release.
SOURCE VersaPay Corporation
