Quisitive Announces Closing of $62.6 Million Financing Transactions
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
TORONTO, April 08, 2021 (GLOBE NEWSWIRE) -- Quisitive Technology Solutions, Inc. (“Quisitive” or the “Company”) (TSXV: QUIS), a premier Microsoft solutions
provider, announces that it has completed its previously announced bought deal public offering of 38,410,000 subscription receipts (the “Subscription Receipts”), which includes the
full exercise of the over-allotment option, at a price of C$1.50 per Subscription Receipt (the “Offering Price”) for gross proceeds of approximately C$57.6 million (the
“Offering”), and concurrent private placement (the “Concurrent Private Placement”) with FAX Capital Corp. (“FAX”) of 3,333,333 Subscription
Receipts at the Offering Price for gross proceeds of C$5,000,000.
The Offering and Concurrent Private Placement were completed in connection with the proposed acquisition by Quisitive of BankCard USA Merchant Services, Inc., an established all-in-one merchant payment services provider (the “Transaction”). The Company expects to use the net proceeds from the Offering and the Concurrent Private Placement to fund, in part, the cash consideration for the Transaction, as more fully described in the prospectus supplement (the “Prospectus Supplement”) of the Company dated March 31, 2021.
The Offering was conducted by a syndicate of underwriters co-led by Scotiabank., Eight Capital, Canaccord Genuity Corp, (collectively the “Joint Bookrunners”) and Desjardins Securities Inc., and including Raymond James Ltd., Echelon Wealth Partners Inc., and Beacon Securities Limited (collectively, with the Joint Bookrunners, the “Underwriters”).
The gross proceeds from the Offering and the Concurrent Private Placement, less 50% of the Underwriters’ commission, 50% of the capital commitment fee payable to FAX, and the expenses of the Underwriters and FAX, have been placed into escrow with Computershare Trust Company of Canada (the “Subscription Receipt Agent”). The cash proceeds will be released from escrow and each Subscription Receipt will convert into one common share of the Company upon the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), including the satisfaction of all conditions precedent to the completion of the Transaction other than the payment of the consideration price, in accordance with the terms of a subscription receipt agreement entered into today between the Company, the Subscription Receipt Agent, and the Joint Bookrunners (the “Subscription Receipt Agreement”). If the Escrow Release Conditions are satisfied on or before June 30, 2021 (the “Termination Date”), the escrowed funds (less the balance of the remaining Underwriters’ commission and expenses, and FAX’s capital commitment fee), together with interest earned thereon, will be released to the Company. If the Escrow Release Conditions are not satisfied prior to the Termination Date, the escrowed funds, together with interest earned thereon, will be returned on a pro rata basis to the holders of the Subscription Receipts, and the Subscription Receipts will be cancelled and have no further force and effect.