Pivot Technology Solutions, Inc. (TSX: PTG) ('Pivot'), a full service information technology provider, is pleased to announce that it has been granted the final court order from the Ontario Superior Court of Justice (Commercial List) approving 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 will acquire 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.
Receipt of the final order follows approval of the Arrangement by shareholders of Pivot ('Pivot Shareholders') at its special meeting of Pivot Shareholders held on October 23, 2020.
Assuming the satisfaction of all conditions, closing of the Arrangement is expected to occur on or about November 2, 2020. Following completion of the Arrangement, Pivot Shares will be delisted from the Toronto Stock Exchange and Pivot will apply to cease to be a reporting issuer under applicable Canadian securities laws. Upon the closing of the Arrangement, Pivot Shareholders will be entitled to receive C$2.60 in cash for each Pivot Share held. Registered Pivot Shareholders can submit their share certificates along with a duly completed letter of transmittal in order to receive the cash consideration under the Arrangement. Further information about the Arrangement is available in the management information circular dated September 23, 2020 and related proxy materials, which are available on SEDAR under Pivot'sissuer profile and on Pivot's website at https://www.pivotts.com/investors/special meeting.
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 ability of Pivot, Computacenter and the Purchaser to consummate the Arrangement on the terms and in the manner contemplated thereby, the anticipated timing of 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 ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary approvals and the ability of the parties to satisfy, in a timely manner, the conditions to the closing of the Arrangement, as well as other 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.