TORONTO, Sept. 9, 2020 /CNW/ - Pivot Technology Solutions, Inc. (TSX: PTG), ("Pivot"), a full-service information technology provider, is pleased to announce that Pivot has entered into an agreement with Computacenter plc ("Computacenter") and 1264283 B.C. Ltd., a wholly-owned subsidiary of Computacenter, pursuant to which 1264283 B.C. Ltd. will acquire all of the outstanding common shares of Pivot for consideration consisting of C$2.60 cash per common share, for an equity value of approximately C$105.8 million. The C$2.60 price per share represents a 40.5% premium to Pivot's closing share price of C$1.85 on September 8, 2020, the last trading day before announcement of the transaction and a 36.0% premium to Pivot's 20-day volume weighted average share price of C$1.91 to September 8, 2020.
Rationale for the Transaction
The proposed transaction provides Pivot shareholders with significant value from a financially strong counterparty. The premium to historical market prices offered to shareholders reflects Pivot's growth objectives and the value Pivot will bring to Computacenter.
"We are pleased to announce this agreement with Computacenter," said Wade Dawe, Chairman of the Pivot Board of Directors ("Pivot Board"). "After careful consideration, the Pivot Board believes that this transaction is in the best interest of the company and is fair to its shareholders. This all-cash offer at a premium share price is an opportunity for shareholders to receive substantial and immediate value from their investment in Pivot."
"Computacenter's strong US and global organization, along with its robust and industry leading services portfolio, make it a great fit for Pivot's US and Canadian businesses," said Kevin Shank, Pivot President and CEO. "The merging of the US businesses allows us to scale the organization and better support our existing and new clients. We believe that Computacenter offers a secure long-term future for our businesses and an exciting opportunity for our people." Mr. Shank added.
"We are pleased with our progress in the US, including the acquisition of Fusionstorm in 2018. The acquisition of Pivot represents an opportunity to increase our scale, geographic footprint and capabilities in the US. Additionally, Canada expands our total market opportunity and helps us meet the needs of international customers. The businesses are a good fit and the combination gives us the opportunity to enable the long-term success of customers, partners and people from both teams." said Mike Norris, Computacenter Group CEO.
The transaction will be completed by way of a statutory plan of arrangement pursuant to the Business Corporations Act (Ontario). Upon receipt of the unanimous recommendation of the special committee of independent directors, the Pivot Board approved the transaction and has resolved to recommend that Pivot shareholders vote in favor of the transaction at a special meeting of shareholders to approve the transaction. Raymond James Ltd. has provided an opinion to the Pivot board of directors and special committee that, as of September 8, 2020, the consideration to be received by Pivot shareholders is fair, from a financial point of view, to Pivot's shareholders.
Completion of the transaction is subject to customary closing conditions, including Ontario court approvals, a favorable vote of at least two-thirds of the votes cast by Pivot shareholders and certain third- party approvals.
In connection with the execution of the arrangement agreement, Pivot's executive officers and directors have entered into agreements pursuant to which they have agreed, among other things, that they will vote all of the Pivot common shares they own or exercise control over (representing 7.69% of the outstanding number of common shares) in favour of the transaction, unless the arrangement agreement is terminated in certain circumstances or the transaction is not completed by December 31, 2020, or earlier in the case of certain shares.
The arrangement agreement includes customary non-solicitation provisions applicable to Pivot and provides for the payment of a C$2 million termination fee to 1264283 B.C. Ltd. if the transaction is terminated in certain circumstances.
Pivot will seek approval for the transaction from its shareholders at a special meeting to be held on October 23, 2020. In connection with the meeting, Pivot will mail an information circular to its shareholders providing further details of the transaction.
Assuming timely receipt of all necessary court, shareholder and third-party approvals and the satisfaction of all other conditions, closing of the transaction is expected to occur in early November 2020.
Raymond James Ltd. is acting as financial advisor to Pivot and Borden Ladner Gervais LLP is acting as legal counsel to Pivot.
Computacenter is supported by Obair Partners on this transaction, Linklaters LLP and McCarthy Tetrault LLP are acting as legal counsel to both Computacenter and 1264283 B.C. Ltd.
ABOUT PIVOT TECHNOLOGY SOLUTIONS
Pivot is an industry-leading information technology services and solutions provider to many of the world's most successful companies, including members of the Fortune 1000, as well as governments and educational institutions. By leveraging its extensive OEM partnerships and its own fulfillment, professional, deployment, workforce and managed services, Pivot supports the IT infrastructure needs of its clients. For more information, visit www.pivotts.com.
Computacenter is a leading independent technology partner, trusted by large corporate and public sector organisations. We help our customers to source, transform and manage their IT infrastructure to deliver digital transformation, enabling users and their business. Computacenter is a public company quoted on the London FTSE 250 (CCC.L) and employs over 16,000 people worldwide. For more information, visit www.computacenter.com.
FORWARD LOOKING STATEMENTS
Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that Pivot believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to shareholders pursuant to the transaction, the ability of Pivot, Computacenter and 1264283 B.C. Ltd. to consummate the transaction on the terms and in the manner contemplated thereby, the anticipated benefits of the transaction, and the anticipated timing of the transaction. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the time required to prepare and mail meeting materials to Pivot shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the transaction, as well as other uncertainties and risk factors set out in filings made from time to time by Pivot with the Canadian securities regulators, which are available on SEDAR at www.sedar.com. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Pivot assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.