Microsoft Cloud and AI solutions provider Quisitive Technology Solutions announced that it entered into an arrangement agreement under which an affiliate of H.I.G. Capital will buy all of the company’s issued and outstanding common shares.
Under the terms of the agreement, shareholders will receive C$0.57 per share in cash, other than Shares held by certain employees who enter into equity rollover agreements. And the deal’s purchase price represents a total equity value of approximately C$169.1 million. The purchase price per share also represents a 57.1% premium to the 20-day volume-weighted average price per share for the period ending on December 31, 2024, and a 52.0% premium to the closing price on the TSX Venture Exchange on December 31, 2024.
The deal results from a review of strategic alternatives for the Company, considering the interests of all stakeholders, including shareholders, clients, partners and employees, undertaken by the Special Committee. This review resulted in a comprehensive process focused on maximizing value for Quisitive’s shareholders and involved discussions with a broad range of potential strategic buyers and financial sponsors. This transaction is the outcome of that process and is unanimously supported by the Board of Directors of Quisitive (with an interested director abstaining).
The completion of the deal will be subject to shareholder approval at a special meeting of the company’s shareholders.
William Blair & Company is acting as exclusive financial advisor to the Company and its Board of Directors. Canaccord Genuity was engaged as an independent financial advisor and provided a fairness opinion to the Special Committee. Cassels Brock & Blackwell and Bass, Berry & Sims are acting as legal counsel to Quisitive. Weil, Gotshal & Manges and Stikeman Elliott are acting as legal advisors to H.I.G. Capital.
KEY QUOTES:
“We are incredibly grateful for the public markets’ support over the past six years, which helped establish a solid foundation for Quisitive’s growth. Looking ahead, we are pleased to partner with H.I.G., leveraging this strong platform to drive accelerated organic expansion and strategic investments in the business that ultimately benefit our customers.”
- Mike Reinhart, the Founder and Chief Executive Officer of Quisitive
“Following a comprehensive strategic review, the Special Committee of the Board of Directors unanimously concluded that this transaction offers the most compelling opportunity to maximize value for Quisitive’s shareholders. We are confident that the transaction delivers a favorable and certain return, reflecting both the current strength of the Company and the potential it has built over time.”
- Nick Lim, Chair of the special committee of independent directors of Quisitive
