mdf commerce obtains shareholder approval for going private transaction with KKR - Seite 2

Additional information regarding the Arrangement and the procedure for exchange of Shares for the Consideration is provided in the Company’s management information circular in respect of the Meeting dated April 10, 2024, a copy of which is available on SEDAR+ under the Company’s profile at www.sedarplus.ca.

Forward Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. This information includes, but is not limited to, statements relating to mdf commerce's business objectives, expected growth, results of operations, performance and financial results. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this press release include, among other things, statements relating to the anticipated timing for completion of the Arrangement, including the parties’ ability to satisfy the conditions to the consummation of the Arrangement; the delisting of the Shares from the TSX and the Company ceasing to be a reporting issuer under applicable securities laws; the timing of the hearing for the final order; and the receipt of the required Court approval and other customary closing conditions.

Risks and uncertainties related to the transactions contemplated by the Arrangement Agreement 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 regulatory and court approvals and other conditions to the closing of the Arrangement or for other reasons; the negative impact that the failure to complete the Arrangement for any reason could have on the price of the Shares or on the business of the Company; KKR’s failure to pay the Consideration at closing of the Arrangement; the business of mdf commerce may experience significant disruptions, including loss of clients or employees due to Arrangement related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of the Company; the risk that legal proceedings may be instituted against mdf commerce; and risks related to the diversion of management’s attention from mdf commerce’s ongoing business operations while the Arrangement is pending; and other risks and uncertainties affecting mdf commerce, including those described in the “Risk Factors and Uncertainty” section of the Company’s Annual Information Form for the year ended as at March 31, 2023, as well as in the “Risk Factors and Uncertainties” section of the Company’s Management’s Discussion and Analysis for the third quarter ended December 31, 2023 and elsewhere in the Company’s filings with the Canadian securities regulators, as applicable.