TORONTO, Feb. 3, 2020 /CNW/ - VersaPay
Corporation (TSXV: VPY) (the "Company" or
"VersaPay"), is pleased to announce that Glass Lewis &
Co. LLC ("Glass Lewis"), a leading independent proxy
advisory firm, has recommended that shareholders of VersaPay (the
"Shareholders") vote FOR the proposed acquisition by
1233518 B.C. Ltd., an affiliate of
Great Hill Partners, 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") for consideration of
$2.70 for each VersaPay Share
held.
In making its recommendation that Shareholders
vote FOR the Arrangement, Glass Lewis stated: "Given
the Company's capital restraints and considering that the board
appears to have adequately considered the Company's strategic and
transaction alternatives, ultimately arriving at a proposed
transaction that provides shareholders with certain value and
liquidity for their shares at a significant premium, we believe
shareholders have more than sufficient cause to approve the
proposed arrangement as the best path to maximize the value of
their shares at this time. Based on these factors, along with the
support of the board, we believe the proposed acquisition is in the
best interests of shareholders."
Glass Lewis' endorsement follows a report by Institutional
Shareholder Services Inc. ("ISS"), also a leading
independent proxy advisor firm, that recommended Shareholders vote
FOR the Arrangement. VersaPay disclosed ISS' recommendation
in a press release dated January 29,
2020.
Your vote is important regardless of the number of VersaPay
Shares you own. As a Shareholder, it is very important that you
carefully read the management information circular dated
January 15, 2020 (the
"Circular") and related materials with respect to the
special meeting of Shareholders (the "Meeting") 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.
HOW TO VOTE
Shareholders are encouraged to vote today using the internet or
telephone.
Registered Shareholders may vote by:
- Internet: www.investorvote.com
- Telephone: 1-866-732-8683
Non-registered Shareholders may vote by:
Shareholders who hold VersaPay Shares through a bank, broker or
other intermediary will have different voting instructions and
should carefully follow the voting instructions provided to them.
In most cases, non-registered Shareholders will receive a voting
instruction form as part of the meeting materials. A non-registered
Shareholder can complete the voting instruction form by: (i)
calling the phone number listed thereon, or (ii)through the
Internet at www.proxyvote.com.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
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.
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 Partners
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
ARTM 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.
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SOURCE VersaPay Corporation
