mdf commerce enters definitive agreement to be acquired by KKR - Seite 2

“KKR is closely aligned with management’s vision to accelerate technology innovation across the broader mdf commerce platforms,” said John Park, Partner at KKR. “We look forward to the enormous opportunity ahead for the mdf commerce eProcurement platform as governments increasingly embrace digital solutions. We have been impressed with the business that Luc and team have built in Montreal and are delighted to welcome one of the leading technology companies in Quebec to the KKR family.”

Following the closing of the Transaction, KKR will support mdf commerce in creating an equity ownership program to provide all employees the opportunity to participate in the benefits of ownership of the Company. This strategy is based on the belief that employee engagement is a key driver in building stronger companies. Since 2011, KKR portfolio companies have awarded billions of dollars of total equity value to over 60,000 non-management employees across more than 40 companies.

KKR is making its investment in mdf commerce through its Ascendant Strategy, which invests in middle market businesses in North America as part of KKR’s Americas Private Equity platform.

Transaction Highlights

• Attractive premium for shareholders: Consideration of C$5.80 per issued and outstanding common share of the Company (the “Common Shares”), payable entirely in cash (the “Consideration”), represents a premium of approximately 58% to the closing price of the Common Shares on the Toronto Stock Exchange (the “TSX”) on March 8, 2024 of C$3.68 per Common Share, a premium of approximately 59% to the 20-day volume-weighted average share price on the TSX for the period ending on March 8, 2024 of C$3.65 per Common Share, and a 30% premium to the 52-week high price on the TSX of C$4.45 per Common Share achieved on December 8, 2023;
  
• Certainty of value and immediate liquidity: The shareholders of mdf commerce (the “Shareholders”) will receive a price of C$5.80 per Common Share, payable entirely in cash, which provides certainty of value and immediate liquidity;
  
• Unanimous mdf commerce Board recommendation: The Board unanimously recommends that Shareholders vote in favour of the Transaction;
  
• Alignment with major shareholders:
  
  • KKR is closely aligned with mdf commerce’s management in a shared vision for the future of the Company and will leverage the expertise of the existing management team led by Luc Filiatreault, President and Chief Executive Officer, to continue to support mdf commerce’s growth strategy and to build a global leader headquartered in Québec; and