Pivot Technology Solutions, Inc. (TSX: PTG) ('Pivot'), a fullservice information technology provider, is pleased to announce the completion of the plan of arrangement (the 'Arrangement') with Computacenter plc ('Computacenter') and 5038823 Ontario Ltd. (formerly 1264283 B.C. Ltd.) (the 'Purchaser'), a wholly-owned subsidiary of Computacenter, pursuant to which the Purchaser has acquired all of the outstanding common shares of Pivot ('Pivot Shares') for consideration consisting of C$2.60 cash per Pivot Share, for an equity value of approximately C$105.8 million, which was previously announced on September 9, 2020.
Pursuant to the Arrangement, shareholders of Pivot ('Pivot Shareholders') are entitled to receive C$2.60 in cash for each Pivot Share held at the effective time of the Arrangement. Registered Pivot Shareholders are reminded that they must properly complete, sign and return the letter of transmittal, along with their share certificate(s), to the depositary for the Arrangement, Computershare Trust Company of Canada in order to receive the cash consideration they are entitled to under the Arrangement. The letter of transmittal is available on SEDAR (www.sedar.com) under Pivot's issuer profile and on Pivot's website at https://www.pivotts.com/investors/special-meeting. Non-registered Pivot Shareholders who hold their Pivot Shares through a broker, financial institution, trustee, custodian or other nominee who holds their Pivot Shares on their behalf or in the name of a clearing agency (an 'Intermediary') are not required to submit a letter of transmittal. Such Pivot Shareholders should receive the cash consideration they are entitled to under the Arrangement through their Intermediary and should contact their Intermediary with any questions. The Pivot Shares are expected to be delisted from the Toronto Stock Exchange at the close of business on November 4, 2020 and Pivot will apply to cease to be a reporting issuer under applicable Canadian securities laws. Prior to the completion of the Arrangement, Computacenter did not own or control, directly or indirectly, any Pivot Shares. Upon the completion of the Arrangement, Computacenter acquired and currently owns and controls 38,250,118 Pivot Shares representing 100% of the issued and outstanding Pivot Shares. The aggregate consideration paid by Computacenter for the Pivot Shares was approximately C$99,450,306.80 Following the completion of the Arrangement, Pivot became a wholly-owned subsidiary of Computacenter.
ABOUT PIVOT TECHNOLOGY SOLUTIONS
Pivot is an industry-leading information technology services and solutions provider to many of the world's most successful companies, including members of the Fortune 1000, as well as governments and educational institutions. By leveraging its extensive OEM partnerships and its own fulfillment, professional, deployment, workforce and managed services, Pivot supports the IT infrastructure needs of its clients.
FORWARD LOOKING STATEMENTS
Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words 'expect', 'anticipate', 'continue', 'estimate', 'may', 'will', 'project', 'should', 'believe', 'plans', 'intends' or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that Pivot believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to Pivot Shareholders pursuant to the Arrangement, the delisting of Pivot Shares from the Toronto Stock Exchange and the ceasing of Pivot being subject to applicable Canadian securities laws as a reporting issuer. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, the uncertainties and risk factors set out in filings made from time to time by Pivot with the Canadian securities regulators, which are available on SEDAR at www.sedar.com. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Pivot assumes no obligation to update or revise any forward-looking statement, except as required by applicable securities law.