Quisitive Announces Agreement to Acquire BankCard USA - Seite 2

"Bankcard USA is proud to join the Quisitive team and make an impact by integrating our go-to-market strategies and the strength of our sales organization with their fintech payments platform, LedgerPay, as it goes to market,” said BankCard USA CEO Shawn Skelton. “We also bring a deep history in merchant services that will guide Quisitive Payments Solutions to take a white-glove approach, providing unique, high-value payment services to their customers, as Bankcard USA has for many years."

Financial Highlights

Pro forma for the Transaction, Quisitive would have generated LTM Revenue as of September 30, 2020 of US$71 million and LTM EBITDA of US$17 million (before synergies) excluding Q4 2019 Menlo Technologies acquisition and the Mazik Global acquisition announced on March 22, 2021.

Transaction Summary

Under the terms of the Agreement, consideration payable by Quisitive to BankCard shareholders includes 50,000,000 common shares of Quisitive (“Common Shares”) and US$100 million in cash. The shareholders may also be entitled to additional contingent consideration in the form of a performance earn-out if BankCard achieves certain financial thresholds during the two-year period following the closing of the Transaction. The amount of the earn-out is a maximum of US$20 million payable in a combination of cash and Common Shares.

BankCard shareholders have agreed to a 24-month lock-up agreement on the Common Shares with 25% of Common Shares released on each 6-month anniversary of the transaction. As a condition to closing, Quisitive will also enter into employment agreements with key BankCard management. In connection with the issuance of the Common Shares on closing of Transaction, the Company intends to enter into a registration rights agreement with each of the shareholders of BankCard that will provide certain demand registration and piggy-back registration rights in favour of the shareholders.

The Transaction is also subject to TSX Venture Exchange (“TSXV”) and other necessary regulatory approvals, and the receipt of third-party consents, together with other customary closing conditions in a transaction of this nature. Closing of the Transaction is expected to occur in the second quarter of calendar 2021.

Financing Summary

The Transaction is being financed through a combination of new bank debt and equity. Quisitive has secured committed debt financing from a syndicate of Canadian banks pursuant to an amendment to the terms of an existing loan agreement to increase the maximum commitment under the existing term loan by US$50 million which shall be used to fund a portion of the Transaction.