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    PTG   CA72582B2093

PIVOT TECHNOLOGY SOLUTIONS, INC.

(PTG)
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1264283 B.C. Ltd. completed the acquisition of Pivot Technology Solutions, Inc. from Brigus Capital Incorporated, Mainstar Ventures Ltd, Canoe Premium Income Fund managed by Canoe Financial LP and others.

11/02/2020 EDT

1264283 B.C. Ltd. entered into arrangement agreement to acquire Pivot Technology Solutions, Inc. (TSX:PTG) from Brigus Capital Incorporated, Mainstar Ventures Ltd, Canoe Premium Income Fund managed by Canoe Financial LP and others for approximately CAD 100 million on September 8, 2020. Under the terms of agreement, 1264283 B.C. is acquiring Pivot Technology by way of a Canadian Plan of Arrangement with an all cash offer of CAD 2.6 per share. On September 8, 2020, in connection with transaction, the Directors, executive officers and certain shareholders representing approximately 7.69% of the outstanding common shares entered into support and voting agreements with Computacenter. The consideration will be funded from existing cash resources of Computacenter plc, parent of 1264283 B.C. As a part of transaction, Computacenter has agreed with JPMorgan Chase Bank, N.A (JPMC) (lending group representing Pivot's credit facility) to retain the JPMC Credit Facility following completion of the acquisition. 1264283 B.C. intends to integrate its existing US operations with Pivot, approximately doubling both its revenue and headcount in the United States. Once all of the steps to effect the arrangement are completed, the Pivot shares will be delisted from the TSX and Pivot will apply to cease to be a reporting issuer in Canada. If transaction is terminated Pivot is required to pay a payment of CAD 2 million as termination fee to 1264283 B.C. Post completion of the acquisition, senior leadership in Pivot is expected to remain and play a key role in the combined business. This includes Kevin Shank, Pivot President & Chief Executive Officer, who has worked in partnership with Computacenter in a previous role, and David Toews, Pivot Chief Financial Officer. The arrangement is subject to the approval by 66 2/3% of the votes cast by Pivot's shareholders at a special meeting of Pivot's shareholders, currently anticipated to take place on 23 October 2020, certain third- party approvals, certain regulatory approvals, approval of HSR act and the approval by the Canadian court of the Plan of Arrangement. The transaction is also subject to shareholders not have exercised their dissent right in connection with the transaction with respect to more than 5% of the outstanding shares, obtaining approvals required under the credit agreement necessary to effect the transaction and certain other customary closing conditions precedent to closing. The transaction received unanimous recommendation from the special committee of independent Directors of Pivot and the Pivot Board approved the transaction. As of October 9, 2020, Institutional Shareholder Services Inc. and Glass Lewis & Co. have each recommended a vote in favour of the special resolution to approve a statutory plan of arrangement for the acquisition. As of October 23, 2020, Pivot Shareholders approved the plan of arrangement at its special meeting. On October 29, 2020, the transaction was granted the final court order from the Ontario Superior Court of Justice approving the plan of arrangement. The Pivot Board established a special committee comprised of independent members of the Pivot Board, including Wade Dawe (Chairman), M. Lazane Smith and Steve DiGregorio. The closing of the transaction is expected to occur in early November 2020. As per filing on October 23, 2020, closing of the arrangement is expected to occur on or about November 2, 2020. 1264283 B.C. Ltd. expects that this acquisition will be accretive to the Group's primary measure, adjusted diluted earnings per share, in 2021. Raymond James Ltd. has provided an opinion and acted as financial advisor to the Pivot Board of Directors and special committee. Philippe Tardif and Andrew McLean of Borden Ladner Gervais LLP acted as legal advisor to Pivot. Obair Partners acted as broker for Computacenter on the transaction, Scott Sonnenblick of Linklaters LLP and Matthew Cumming of McCarthy Tetrault LLP acted as legal counsel to both 1264283 B.C. and Computacenter. Computershare Trust Company of Canada acted as depository, Laurel Hill Advisory Group acted as proxy solicitation agent and shareholder communications advisor and Computershare Investor Services Inc. acted as transfer agent and registrar for Pivot. 1264283 B.C. Ltd. completed the acquisition of Pivot Technology Solutions, Inc. (TSX:PTG) from Brigus Capital Incorporated, Mainstar Ventures Ltd, Canoe Premium Income Fund managed by Canoe Financial LP and others on November 02, 2020. Following the completion of the transaction, Pivot become a wholly-owned subsidiary of Computacenter plc, parent of 1264283 B.C.


ę S&P Capital IQ 2020
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Managers and Directors
Kevin A. Shank President, Chief Executive Officer & Director
David A. Toews Chief Financial Officer
Wade K. Dawe Chairman
Mike Flanagan Chief Technology & Information Officer
Matt Olson Chief Operating Officer
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