Toronto, ON — January 31, 2020 —Posera Ltd. (“Posera”) today announces that the court-approved the Arrangement Agreement (the “Arrangement”) for the acquisition of Posera by PayFacto Inc. (“PayFacto”) has been completed. Pursuant to the Arrangement, PayFacto has acquired all of Posera’s issued and outstanding common shares (“Shares”) for $14.5 million CDN on a cash free, debt free basis, in an all cash transaction, of which $1 million will be placed in escrow for a period of 2 years.
“On behalf of Posera’s Board, I am thrilled to announce the successful conclusion of Posera’s strategic review process with the completion of the privatisation of Posera via the Arrangement with PayFacto,” said Tom McCole, Chairman of the Board of Directors of Posera. “PayFacto is the perfect home for Posera’s product suite, our employees, our partners, and our customers”, added Akash Sahai, EVP Strategy and Business Development. “We believe that Posera will be an integral part of PayFacto’s future growth story.”
The completion of the Arrangement follows a special meeting of common shareholders held on January 22, 2020, at which the Posera’s shareholders approved the Arrangement, and subsequent to shareholder approval, a final approval order from the Ontario Superior Court of Justice was received. As a result of the Arrangement, the Shares of Posera will be delisted from the Toronto Stock Exchange (“TSX”) and Posera will apply to cease to be a reporting issuer in all provinces of Canada for which it is currently a reporting issuer.
Posera’s registered shareholders, who currently hold their share certificates personally, are reminded that they must properly complete, sign and return the letter of transmittal, along with the return of their share certificate(s), to TSX Trust, acting as depositary, as per the Arrangement, “Letter of Transmittal for Common Shares”, in order to receive the cash consideration they are entitled to for their Shares under the Arrangement. Non-registered Posera common shareholders will receive the cash consideration they are entitled to under the Arrangement through the intermediary in whose name their Shares are registered.
Any questions or requests regarding consideration under the Arrangement may be directed to the TSX Trust Company, the acting depositary for the Arrangement, either (1) by mail using the envelope provided or (2) by personal delivery to 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 4H1, or (3) by facsimile to (416) 595-9593. Former non-registered holders of Posera Shares should contact their broker or other intermediary for details.
Posera has been assisted in the completion of the Arrangement by its exclusive financial advisor BDO Canada LLP and corporate legal counsel Fasken Martineau DuMoulin LLP. Further information regarding the Arrangement is outlined in the Special Management Information Circular that was filed under the Posera’s profile on SEDAR at www.sedar.com and is available on the Posera’s website at www.posera.com/investor-relations.
For more information: Kevin Mills, Chief Financial Officer 1.519.750.2325 firstname.lastname@example.org www.posera.com