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Mar 29, 2021
March 29, 2021 15:33 ET Transformative Transaction for Quisitive’s LedgerPay Payment Solutions Subsidiary THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. Acquisition of BankCard USA establishes Quisitive as a payment technology leader Strong alignment with Quisitive’s Payments Solutions business plan and LedgerPay growth strategy BankCard USA processes over US$3.0 billion of payments annually for a diverse client base and has a strong in-house sales force LTM Revenue of US$29 million and LTM Adjusted EBITDA of US$11 million for the 12-month period ended September 30, 2020 Expected to provide meaningful synergies TORONTO, March 29, 2021 (GLOBE NEWSWIRE) -- Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS) a premier Microsoft Solutions Provider, is pleased to announce that it has entered into a stock purchase agreement dated March 29, 2021 (the “Agreement”) to acquire BankCard USA Merchant Services, Inc. (“BankCard”) for US$100 million in cash and the issuance of 50,000,000 common shares in the capital of Quisitive (the “Transaction”). BankCard, an arm’s length party to Quisitive, is an established all-in-one merchant payment services provider with over US$3.0 billion of payment volume which increased 31% in 2020. BankCard USA has a seasoned payments industry management team, strong in-house sales team, deep risk management program and attractive recurring revenue model with card-not present volume representing approximately 70%. The acquisition of BankCard will serve as a growth catalyst for Quisitive’s LedgerPay payment processing and payments intelligence™ platform. BankCard has trailing-twelve months revenue of US$29 million and EBITDA of US$11 million as of September 30, 2020. “The addition of BankCard USA to the Quisitive Payments Solutions family will bring our vision to life by combining a high-powered sales organization, robust risk management, and quality customer service with our innovative fintech platform, LedgerPay” said Quisitive CEO Mike Reinhart. “It is partnerships like these that elevate a great product to industry-wide transformation. I am proud to say that with the addition of BankCard USA, Quisitive Payments Solutions will have the team, the technology, and the strategic vision in place to redefine modern payments at scale.” "Bankcard USA is proud to join the Quisitive team and make an impact by integrating our go-to-market strategies and the strength of our sales organization with their fintech payments platform, LedgerPay, as it goes to market,” said BankCard USA CEO Shawn Skelton. “We also bring a deep history in merchant services that will guide Quisitive Payments Solutions to take a white-glove approach, providing unique, high-value payment services to their customers, as Bankcard USA has for many years." Financial Highlights Pro forma for the Transaction, Quisitive would have generated LTM Revenue as of September 30, 2020 of US$71 million and LTM EBITDA of US$17 million (before synergies) excluding Q4 2019 Menlo Technologies acquisition and the Mazik Global acquisition announced on March 22, 2021. Transaction Summary Under the terms of the Agreement, consideration payable by Quisitive to BankCard shareholders includes 50,000,000 common shares of Quisitive (“Common Shares”) and US$100 million in cash. The shareholders may also be entitled to additional contingent consideration in the form of a performance earn-out if BankCard achieves certain financial thresholds during the two-year period following the closing of the Transaction. The amount of the earn-out is a maximum of US$20 million payable in a combination of cash and Common Shares. BankCard shareholders have agreed to a 24-month lock-up agreement on the Common Shares with 25% of Common Shares released on each 6-month anniversary of the transaction. As a condition to closing, Quisitive will also enter into employment agreements with key BankCard management. In connection with the issuance of the Common Shares on closing of Transaction, the Company intends to enter into a registration rights agreement with each of the shareholders of BankCard that will provide certain demand registration and piggy-back registration rights in favour of the shareholders. The Transaction is also subject to TSX Venture Exchange (“TSXV”) and other necessary regulatory approvals, and the receipt of third-party consents, together with other customary closing conditions in a transaction of this nature. Closing of the Transaction is expected to occur in the second quarter of calendar 2021. Financing Summary The Transaction is being financed through a combination of new bank debt and equity. Quisitive has secured committed debt financing from a syndicate of Canadian banks pursuant to an amendment to the terms of an existing loan agreement to increase the maximum commitment under the existing term loan by US$50 million which shall be used to fund a portion of the Transaction. Quisitive has also entered into an agreement pursuant to which Scotiabank, Eight Capital and Canaccord Genuity, as joint bookrunners, together with a syndicate of underwriters (collectively, the “Underwriters”), will purchase on a “bought deal” basis 33,400,000 subscription receipts of the Company (the “Subscription Receipts”) at a price of $1.50 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds to Quisitive of $50,100,000 (the “Offering”). The Company has granted the Underwriters an option, exercisable, in whole or in part, at any time not later than the 30th day following the closing of the Offering, to purchase up to an additional 15% of the Offering at the Issue Price for market stabilization purposes and to cover over-allotments, if any (the “Over-Allotment Option”). If the Over-Allotment Option is exercised in full, the total gross proceeds of the Offering will be $57,615,000. Each Subscription Receipt shall represent the right of the holder to receive, upon satisfaction or waiver of certain release conditions (including the satisfaction of all conditions precedent to the completion of the Transaction other than the payment of the consideration price) (the “Escrow Release Conditions”), without payment of additional consideration, one Common Share, subject to adjustments and in accordance with a subscription receipt agreement to be entered into upon closing of the Offering (the “Subscription Receipt Agreement”). The gross proceeds from the sale of the Subscription Receipts, less 50% of the Underwriters’ commission and the expenses of the Underwriters incurred in connection with the Offering, will be deposited and held in escrow pending the satisfaction or waiver of the Escrow Release Conditions by Computershare Trust Company of Canada, as subscription receipt and escrow agent under the Subscription Receipt Agreement. If the Escrow Release Conditions are not satisfied or waived prior to June 30, 2021 (subject to extensions in limited circumstances), the escrowed proceeds of the Offering will be returned on a pro rata basis to the holders of Subscription Receipts, together with the interest earned thereon, and the Subscription Receipts will be cancelled and have no further force and effect, all in accordance with the terms of the Subscription Receipt Agreement. The Closing of the Offering is expected to occur on or about April 8, 2021 and is subject to TSXV and other necessary regulatory approvals. The net proceeds from the Offering will be used to partially fund the cash portion of the Transaction. The Subscription Receipts will be offered by way of (i) a prospectus supplement (the “Prospectus Supplement”) to Quisitive’s short form base shelf prospectus dated June 12, 2020, which Prospectus Supplement is expected to be filed with the securities commissions and other similar regulatory authorities in each of the provinces and territories of Canada on or prior to March 31, 2021; (ii) in the United States by way of private placement pursuant to the exemption from registration provided for under Rule 144A of the United States Securities Act of 1933, as amended; and (iii) in jurisdictions outside of Canada and the United States as are agreed to by the Company and the Underwriters on a private placement or equivalent basis. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. Concurrent Private Placement Pursuant to existing contractual rights, FAX Capital Corp. (TSX: FXC & FXC.WT) ("FAX") has agreed to purchase 3,333,333 Subscription Receipts at the Issue Price for gross proceeds of $5,000,000 (the “Concurrent Private Placement”). The Concurrent Private Placement is expected to close concurrently with the Offering, subject to the TSXV and other necessary regulatory approvals. FAX will receive a capital commitment fee payment from the Company equal to 3.5 per cent of the aggregate subscription amount of the Concurrent Private Placement. The Subscription Receipts issuable to FAX will also be subject to a statutory four month and one day hold period. The proceeds of the Concurrent Private Placement will be used to partially fund the cash consideration portion of the Transaction and for general corporate purposes. Advisors and Counsel Scotiabank is acting as exclusive financial advisors to Quisitive. Cassels Brock & Blackwell and Jaffe Raitt Heuer & Weiss, P.C. are acting as Canadian and U.S. legal counsel, respectively, to Quisitive. Elmcore Securities is acting as exclusive financial advisor to BankCard USA. Stikeman Elliott LLP and Roxborough Pomerance Nye & Adreani are acting as Canadian and U.S. legal counsel to BankCard. Wildeboer Dellelce LLP is acting as counsel to the Underwriters. Gardiner Roberts LLP is acting as counsel to the lenders on the debt financing. Conference Call Details Quisitive management will host a conference call today (March 29, 2021) at 4:30 p.m. Eastern Daylight Time (3:30 p.m. Central Daylight Time) for members of the investment community to discuss the Transaction. Toll Free: 877-407-8031 International: 201-689-8031 Please call the conference telephone number 10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Gateway Investor Relations at 949-574-3860. The conference call will be broadcast live and available for replay here and via the Investor Relations section of Quisitive’s website. A telephonic replay of the conference call will be available after 7:30 p.m. Eastern Daylight time on the same day through April 12, 2021. Toll Free: 877-481-4010 About Quisitive Quisitive (TSXV: QUIS) is a premier, global Microsoft partner that harnesses the Microsoft platform and complementary technologies, including custom solutions and first-party offerings, to generate transformational impact for enterprise customers. Our Cloud Solutions business focuses on helping enterprises move, operate, and innovate in the three Microsoft clouds. Centering on our LedgerPay product suite, our Payments Solutions business leverages the Microsoft Azure cloud to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from nine employee hubs across the world. For more information, visit www.quisitive.com and follow @BeQuisitive. About BankCard BankCard USA Merchant Services, Inc. is a leading independent sales organization/merchant services provider that offers all-in-one payment processing solutions to merchants located in the United States. As a registered and full-acquiring ISO/MSP, BankCard has approximately 7,000 merchants on its payment processing platform and is rapidly growing its software solution called AgeChecker, which provides a secure and trusted technology for ecommerce transactions that require independent online age verification. Based in Westlake Village, CA, BankCard USA was formed in 2004 and has over 40 employees. Financial Measures and Adjusted EBITDA This news release includes non-IFRS and non-US GAAP measures, including Adjusted EBITDA (refers to a financial measure that we define as earnings before certain charges that management considers to be non-operating expenses and which consist of interest, taxes, depreciation, amortization, stock-based compensation (for which we include related fees and taxes), changes in fair value of derivatives, transaction and acquisition related expenses, and earn-out settlement losses). The Company uses these non-IFRS and non-US GAAP financial measures, as we believe that these measures provide information that is useful to understanding financial performance and facilitate a comparison of our quarterly and full year results from period to period. These non-IFRS and non-US GAAP measures are not recognized under IFRS and non-US GAAP and, accordingly, readers are cautioned that these measures should not be construed as alternatives to the applicable measures determined in accordance with IFRS. These non-IFRS and non-US GAAP financial measures do not have any standardized meaning under IFRS and US-GAAP may not be comparable with similar measures used by other companies. Cautionary Note Regarding Forward Looking Information This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward-looking statements contained herein may include, but is not limited to, information concerning the anticipated sale and distribution of Subscription Receipts pursuant to the Offering and the Concurrent Private Placement, the proposed Transaction, potential revenue and cost saving synergies (including, but not limited to, payment processing based on current transaction processing volume), projected milestones and timelines, including an expected closing date of the acquisition in the second quarter of calendar 2021, estimated sales, revenue, margins and Adjusted EBITDA, the Company’s, intended use of the net proceeds from the sale of Subscription Receipts, the ability to satisfy the Escrow Release Conditions, and the anticipated benefits and impacts of the Offering, Concurrent Private Placement and the Transaction. By identifying such information and statements in this manner, the Company is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such information and statements. In addition, in connection with the forward-looking information and forward-looking statements contained in this news release, the Company has made certain assumptions. Among others, the key factors that could cause actual results to differ materially from those projected in the forward-looking information and statements are the following: the completion of the acquisition of the Transaction, including receipt of all regulatory approvals and third-party consents, the Company’s consolidation strategy, commercialization of intellectual property, growth plans and cash flows; potential revenue and cost saving synergies following the completion of the proposed Transaction assumes the ability to modify agreements and migrate merchants from third party payment processing services as well as third party gateway providers to LedgerPay, the limited history of operations of the Company's LedgerPay business and future business strategy; reduction of redundant staff, consolidation of duplicate vendors and service providers including but not limited to benefits, payroll services, marketing services, legal, accounting and others, the demand for the Company's services; future demand and trends in Microsoft Cloud services; the Company’s ability to scale revenue; the Company's ability to access financing on favorable terms from time to time; the Company's ability to protect its intellectual property rights and that the Company will not infringe upon the intellectual property rights of others; the Company's ability to attract and retain clients; the continuation of executive and operating management or the non-disruptive replacement of them on competitive terms; stable market and general economic conditions; long term revenue and Adjusted EBITDA objectives (which assumes continued acquisition growth combined with organic and inorganic growth); debt leverage targets; revenue and gross margin metrics; risks inherent in the technology sector; intellectual property risks; risks related to litigation; dependence upon senior management; and other risks disclosed in the Company’s public filings including the shelf prospectus of the Company dated June 12, 2020 and the Prospectus Supplement (including the documents incorporated by reference therein). Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this news release are made as of the date of this news release, and the Company does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to the Company or persons acting on its behalf is expressly qualified in its entirety by this notice. Neither the TSXV nor its Regulation Services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.