Converge Technology Solutions Prepares for Major Meeting Vote
Converge Technology Solutions Prepares for Major Shareholder Meeting
Converge Technology Solutions Corp. (TSX: CTS) is announcing that its management information circular is now available for shareholders ahead of an important special meeting. This key event will take place in connection with the proposed acquisition by H.I.G. Capital, marking a significant moment for the company.
Availability of the Management Information Circular
The company’s circular provides essential information regarding the upcoming special meeting, which seeks approval from shareholders for the acquisition. The document can be accessed under Converge's profile on SEDAR+ and is also posted on their official website. The mailing of this circular and additional materials to shareholders has commenced.
Legal Proceedings and Court Orders
In recent updates, the Ontario Superior Court of Justice (Commercial List) issued an interim order that paves the way for the holding of the meeting. This order is crucial as it authorizes discussions surrounding the arrangement with H.I.G. Capital. Additionally, the waiting period mandated under the Hart-Scott Rodino Antitrust Improvements Act has now expired, fulfilling a critical condition necessary for the acquisition to proceed.
Details of the Arrangement
On a recent date, Converge entered into an arrangement agreement with an affiliate of H.I.G. Capital, proposing a statutory plan under which the purchaser will buy all outstanding shares for C$5.50 per share. This consideration values the company at approximately C$1.3 billion. Shareholders will be voting on a resolution to approve this arrangement during the meeting.
Upcoming Meeting Information
Converge has scheduled the meeting for April 10, 2025, to be held virtually at 11:00 a.m. local time. Shareholders of record as of March 10, 2025, will have the opportunity to attend and vote. The arrangement is anticipated to reach completion around April 17, 2025.
Board Recommendations
The Board of Directors of Converge, with one director abstaining, recommends that shareholders vote in favor of the resolution. The special committee evaluated this arrangement thoroughly, considering various factors that validate their recommendation.
Reasons Supporting the Arrangement
The board has highlighted several reasons that make this proposed acquisition attractive for shareholders:
- Significant Premium: The proposed share price represents a premium to previous closing prices and averages.
- Immediate Liquidity: Shareholders are assured immediate value and elimination of long-term risks.
- Attractive Alternatives: The board believes this is a superior option compared to maintaining the current business model.
- Comprehensive Process: A thorough search for potential buyers led to competitive offers, but none surpassed the current proposal.
- Negotiated Terms: The agreement includes reasonable terms based on comprehensive negotiations with oversight from the board.
Encouragement to Vote
All shareholders are encouraged to read the circular in detail and to vote their shares before the proxy voting deadline set for April 8, 2025.
Contact Information for Assistance
Shareholders needing assistance can reach out to Laurel Hill Advisory Group, Converge’s proxy solicitation agent, for guidance during this important voting process.
About Converge Technology Solutions
Converge Technology Solutions Corp. aims to revolutionize IT for businesses, focusing on delivering solutions that address human-centered challenges. As a services-led, software-enabled IT provider since 2017, Converge emphasizes outcomes that empower businesses. The company combines local insights with global resources to provide innovative services.
Frequently Asked Questions
What is the purpose of the special meeting?
The special meeting is to approve the acquisition of Converge by H.I.G. Capital.
When will the meeting take place?
The meeting is scheduled for April 10, 2025, at 11:00 a.m.
What is the proposed share price for the acquisition?
The proposed price is C$5.50 per share.
What benefits does the Board see in this acquisition?
The Board sees significant immediate liquidity, a competitive premium, and reduced long-term risks for shareholders.
How can shareholders ask questions or seek assistance?
Shareholders can contact Laurel Hill Advisory Group for any questions or assistance regarding the voting process.
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