TORONTO, Sept. 28, 2020 /CNW/ - Pivot Technology Solutions, Inc. (TSX: PTG) ("Pivot"), a full-service information technology provider, is pleased to announce that it has mailed a management information circular (the "Information Circular") and related proxy materials for the special meeting of Pivot shareholders ("Pivot Shareholders") to be held virtually on October 23, 2020 (the "Pivot Meeting"), to obtain Pivot Shareholder approval of the plan of arrangement (the "Arrangement") 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 ("Pivot Shares") for consideration consisting of C$2.60 cash per Pivot Share, for an equity value of approximately C$105.8 million, which was previously announced on September 9, 2020.
The C$2.60 price per Pivot 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 Arrangement and a 36.0% premium to Pivot's 20-day volume weighted average share price of C$1.91 to September 8, 2020.
Recommendation of the Pivot Board
Upon receipt of the unanimous recommendation of the special committee of independent directors of Pivot, the Pivot board of directors ("Pivot Board") has unanimously determined that the Arrangement is in the best interests of Pivot and the consideration to be received by Pivot Shareholders pursuant to the Arrangement is fair to Pivot Shareholders, and recommends that Pivot Shareholders vote in favour of the resolution approving the Arrangement. Raymond James Ltd. has provided an opinion to the Pivot Board 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 Shareholders. The determination of the Pivot special committee and the Pivot Board is based on various factors described more fully in the Information Circular.
Management Information Circular
A copy of the Information Circular and related proxy materials are available on SEDAR (www.sedar.com) under Pivot's issuer profile and on Pivot's website at https://www.pivotts.com/investors/special-meeting.
The Pivot Meeting
The Pivot Meeting is scheduled to be held on October 23, 2020 at 10:00 a.m. (Toronto time). The record date for determining Pivot Shareholders eligible to vote at the Pivot Meeting is September 22, 2020.
To proactively deal with the public health impact of the novel coronavirus, also known as COVID-19, and to mitigate risks to health and safety, Pivot will be holding the Pivot Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/227934840. During the audio webcast, Pivot Shareholders will be able to hear the Pivot Meeting live, and registered Pivot Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Pivot Meeting is being held. The Information Circular provides important and detailed instructions about how to participate at the virtual Pivot Meeting.
To become effective, the Arrangement must be approved at the Pivot Meeting by (i) at least two-thirds (662/3%) of the votes cast by Pivot Shareholders on the resolution approving the Arrangement, present in person or by proxy and entitled to vote at the Pivot Meeting and (ii) a simple majority of the votes cast at the Pivot Meeting in person or by proxy by Pivot Shareholders, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Pivot's executive officers and directors have entered into support and voting agreements pursuant to which they have agreed, among other things, that they will vote all of the Pivot Shares they own or exercise control over (representing 7.69% of the outstanding number of Pivot Shares) in favour of the Arrangement, 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.
Your vote is important regardless of the number of Pivot Shares you own. Pivot encourages Pivot Shareholders to read the meeting materials in detail. A copy of the Information Circular and related proxy materials are available on SEDAR (www.sedar.com) under Pivot's issuer profile and on Pivot's website at https://www.pivotts.com/investors/special-meeting.
Voting your Pivot Shares
Registered Pivot Shareholders are encouraged to vote by phone at 1-866-732-8683 (toll-free in North America) or online by visiting www.investorvote.com no later than 5:00 p.m. (Toronto time) on October 21, 2020. Registered Pivot Shareholders may also complete, date and sign the form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the Information Circular. A completed form of proxy should be returned in the envelope provided for that purpose to Pivot's transfer agent and registrar, Computershare Investor Services Inc., at 100 University Avenue, 8th Floor, Toronto, ON, M5J 2Y1 no later than 5:00 p.m. (Toronto time) on October 21, 2020.
Pivot Shareholders who hold Pivot Shares through a broker, financial institution, trustee, custodian or other nominee who holds securities or in the name of a clearing agency (an "Intermediary"), should follow the instructions provided by their Intermediary to vote their Pivot Shares.
Shareholder Questions or Voting Assistance
If you require further assistance, please do not hesitate to contact Pivot's proxy solicitation agent and shareholder communications advisor, Laurel Hill Advisory Group, North American toll free at 1-877-452-7184, or outside North America at 416-304-0211 or by email at email@example.com with reference to "Pivot Technology" in the subject line.
The Interim Order
Pivot is also pleased to announce that it has obtained the interim order from the Ontario Superior Court of Justice (Commercial List) dated September 21, 2020, with respect to the Arrangement. The interim order, among other things, authorizes Pivot to call and hold the Pivot Meeting to approve the Arrangement. A copy of the interim order is included in the Information Circular.
The hearing date for the application for the final order of the Ontario Superior Court of Justice (Commercial List) is scheduled for October 29, 2020. Assuming timely receipt of all necessary court, Pivot Shareholder and third-party approvals and the satisfaction of all other conditions, closing of the Arrangement is expected to occur in early November 2020.
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.
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 Pivot Shareholders pursuant to the Arrangement, the ability of Pivot, Computacenter and 1264283 B.C. Ltd. to consummate the Arrangement on the terms and in the manner contemplated thereby, the anticipated benefits of the Arrangement, and the anticipated timing of the Arrangement. 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 mail meeting materials to Pivot Shareholders, the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary court, Pivot Shareholder and other approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement, 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.