mdf commerce obtains shareholder approval for going private transaction with KKR

MONTRÉAL, May 10, 2024 (GLOBE NEWSWIRE) -- mdf commerce inc. (“mdf” or the “Company”) (TSX: MDF), a SaaS leader in digital commerce technologies, announced today that at the Company’s special meeting (the “Meeting”) of its shareholders (the “Shareholders”) held earlier today, an overwhelming majority of Shareholders voted in favour of the special resolution (the “Arrangement Resolution”) approving the previously announced statutory plan of arrangement under the Canada Business Corporations Act involving the Company and 9511-1357 Québec Inc. (the “Purchaser”), an entity affiliated with funds managed by KKR, a leading global investment firm, pursuant to which the Purchaser will acquire all of the issued and outstanding common shares (the “Shares”) in the capital of the Company for $5.80 in cash per Share (the “Consideration”), the whole subject to the terms and conditions of the arrangement agreement dated March 11, 2024 (the “Arrangement Agreement”) between the Company and the Purchaser (the “Arrangement”).

Approval of the Arrangement Resolution required the affirmative vote of at least two-thirds (66 ^2/3%) of the votes cast by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting (each holder of Shares being entitled to one vote per Share).

Details on the voting results at the Meeting are set forth below:

Total Shares voted at the Meeting	29,134,025
Total Shares voted FOR the Arrangement Resolution	28,881,981
Percentage of Shares voted FOR the Arrangement Resolution	99.13%

A report on voting results for the Meeting will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

mdf anticipates returning to the Superior Court of Québec (the “Court”) on May 15, 2024 to seek a final order of the Court approving the Arrangement. Completion of the Arrangement remains subject to closing conditions as set forth in the Arrangement Agreement, including approval of the Court. Assuming that the conditions to closing are satisfied or waived (if permitted), it is expected that the Arrangement will be completed on or about May 17, 2024. Following completion of the Arrangement, KKR intends to cause the Shares to be delisted from the Toronto Stock Exchange (“TSX”) and applications will be made for mdf to cease to be a reporting issuer under applicable securities laws.