VersaPay urges holders to vote for Great Hill takeover
2020-01-17 15:37 ET - News Release
An anonymous director reports
VERSAPAY CORPORATION MAILS SPECIAL MEETING MATERIALS IN CONNECTION WITH PROPOSED ARRANGEMENT WITH AN AFFILIATE OF GREAT HILL PARTNERS
VersaPay Corp. has commenced mailing materials to the shareholders of VersaPay, including the management information circular of the company dated Jan. 15, 2020, for the special meeting of VersaPay shareholders to be held on Feb. 14, 2020, in connection with the proposed acquisition by 1233518 B.C. Ltd., an affiliate of Great Hill Partners, of all of the issued and outstanding common shares of the company by way of a statutory plan of arrangement under the Canada Business Corporations Act previously announced on Dec. 13, 2019.
Materials for the meeting, including the circular, are available on SEDAR and are available on the company's website.
The consideration
Under the arrangement, each shareholder will receive cash consideration of $2.70 for each VersaPay share held. The consideration represents a 47.5-per-cent premium to the closing price of the VersaPay shares on the TSX Venture Exchange on Dec. 12, 2019, the last trading day prior to the announcement of the arrangement and a 64.5-per-cent premium to the volume-weighted average price of the VersaPay shares on the TSX Venture Exchange over the 30 trading days prior to Dec. 12, 2019.
Board recommendation
The board of directors of the company, after consulting with its financial and legal advisers and after considering, among other things, the unanimous recommendation of the special committee of the and the fairness opinion of Capital Canada Ltd., unanimously determined that the arrangement is in the best interests of VersaPay and fair to the shareholders and unanimously recommends that shareholders vote in favour of the arrangement. The board and the special committee, in unanimously determining that the arrangement is in the best interests of the company and fair to the shareholders and in making their respective recommendations, considered and relied upon a number of factors, including, among others, the following:
- Premium to market price: The consideration represents a 47.5-per-cent premium to the closing price of the VersaPay shares on the TSX-V on Dec. 12, 2019, the last trading day prior to the announcement of the arrangement and a 64-per-cent premium to the volume-weighted average price of the VersaPay shares on the TSX-V over the 30 trading days prior to Dec. 12, 2019.
- Form of consideration -- The form of consideration to be paid to shareholders pursuant to the arrangement is all cash, which provides certainty of value and immediate liquidity to shareholders.
- Credibility of Great Hill -- Great Hill's commitment, credit worthiness and record of completing transactions and anticipated ability to complete the arrangement and the fact that the purchaser's obligation to pay the consideration and other payments required to be made by the purchaser pursuant to the arrangement agreement between the purchaser and the company in respect of the arrangement will backed by an equity commitment letter from a fund managed by Great Hill.
The board unanimously recommends that shareholders vote for the arrangement.
Every shareholder's vote is important, regardless of the number of VersaPay shares held. It is very important that shareholders read the circular and related materials with respect to the meeting carefully and then vote their VersaPay shares. Shareholders are eligible to vote their VersaPay shares if they were a shareholder of record at the close of business on Jan. 8, 2020.
VersaPay meeting
The meeting will be held on Friday, Feb. 14, 2020, at 10 a.m. Toronto time, at the offices of Cassels Brock & Blackwell LLP, Suite 2100, Scotia Plaza, 40 King St. W, Toronto, Ont.
At the meeting, shareholders will be asked to consider and, if thought advisable, to pass a special resolution approving the arrangement. The circular contains a detailed description of the arrangement, as well as certain additional information relating to VersaPay. If the requisite shareholder approval is obtained at the meeting and if the other conditions to the arrangement becoming effective are satisfied or waived, it is expected that the arrangement will be completed on or about Feb. 21, 2020.
Shareholder questions and assistance
If a shareholder has any questions or require assistance voting their VersaPay shares, please contact the company's proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or outside North America at 1-416 304-0211.