Givex Announces Shareholder Approval of Arrangement

Rhea-AI Summary

Givex Corp shareholders have approved the previously announced plan of arrangement with Shift4 Payments, where Shift4 will acquire all outstanding Givex shares for $1.50 per share in cash. The arrangement received overwhelming support with 99.998% of eligible votes in favor. The transaction required approval from two-thirds of shareholders and a simple majority excluding certain shareholders under regulatory requirements. 40,091,776 shares were excluded from the minority vote. Subject to final court approval on November 5, 2024, and other customary conditions, the transaction is expected to close around November 8, 2024.

Positive

• Unanimous shareholder approval with 99.998% votes in favor
• Secured cash offer of $1.50 per share providing immediate liquidity
• Transaction expected to close quickly by November 8, 2024

Negative

• None.

Toronto, Ontario--(Newsfile Corp. - November 1, 2024) - Givex Corp. (TSX: GIVX) (OTCQX: GIVXF) - ("Givex" or the "Company") is pleased to announce the shareholders of Givex ("Givex Shareholders") voted in favour of a special resolution (the "Arrangement Resolution") to approve the previously-announced plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement") with Shift4 Payments, Inc. ("Shift4"), pursuant to which Shift4 has agreed to acquire all of the issued and outstanding shares of Givex for cash consideration of $1.50 per share, at the special meeting of shareholders held on November 1, 2024 (the "Meeting").

Full details of the Arrangement are set out in the management information circular of the Company dated October 1, 2024 (the "Circular") in respect of the Meeting, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

In order to be effective, the Arrangement Resolution required approval by at least (a) two-thirds of the votes cast by Givex Shareholders present in person or by proxy at the Meeting, and (b) a simple majority of the votes cast by Givex Shareholders present in person or by proxy at the Meeting, excluding the votes cast by certain Givex Shareholders as required by Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions.

Approximately 99.998% of the votes eligible to be cast at the Meeting were voted in favour of the Arrangement. For the purposes of Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions, 40,091,776 shares were excluded. Accordingly, all shareholder approvals required in order to proceed with the Arrangement have been obtained.

Givex will seek a final order approving the Arrangement from the Ontario Superior Court of Justice (Commercial List) (the "Court") on November 5, 2024. Assuming that the conditions to the completion of the Arrangement are satisfied (including the receipt of the final order of the Court approving the Arrangement and the satisfaction or waiver of other closing conditions customary in a transaction of this nature), it is expected that the closing of the Arrangement will occur on or about November 8, 2024.

About Givex Corp.

Since 1999, Givex has provided technology solutions that unleash the full potential of engagement, creating and cultivating powerful connections that unite brands and customers. With a global footprint of 132,000+ active locations across more than 100 countries, Givex unleashes strategic insights, empowering brands through reliable technology and exceptional support. Givex's integrated end-to-end management solution provides Gift Cards, GivexPOS, Loyalty Programs and more, creating growth opportunities for businesses of all sizes and industries. Learn more about how to streamline workflows, tackle complex challenges and transform data into actionable insights at www.Givex.com.

Cautionary Note Regarding Forward Looking Statements

This press release contains forward-looking information within the meaning of applicable Canadian securities legislation, including relating to: the Arrangement (including the terms, timing, closing and conditions precedent thereto), the timing and receipt of the final order of the Court in respect of the Arrangement and the expected timing of closing of the Arrangement. Such forward-looking information necessarily involves known and unknown risks and uncertainties and assumptions. These risks, uncertainties and assumptions include, but are not limited to: failure to, in a timely manner, or at all, obtain the necessary Court approval for the Arrangement, failure to meeting closing conditions and other customary risks associated with transactions of this nature (including with respect to the conditions precedent thereto), including Court approval of the final order. Therefore, forward-looking information should be considered carefully and undue reliance should not be placed on such information. Please note that forward-looking information in this news release reflects management's expectations as of the date hereof, and therefore is subject to change. Givex disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. Additional information on these and other factors that could affect Givex's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR+ website (www.sedarplus.ca) and at Givex's website (www.Givex.com).

For Additional Information:

Media Contact
Jim Woodside
Email: jim.woodside@givex.com
www.Givex.com

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/228658

FAQ

What is the purchase price per share for Givex (GIVXF) in the Shift4 acquisition?

Shift4 Payments has agreed to acquire Givex shares for $1.50 per share in cash.

When is the expected closing date for the Givex (GIVXF) acquisition by Shift4?

The transaction is expected to close on or about November 8, 2024, subject to final court approval and other customary conditions.

What percentage of Givex (GIVXF) shareholders approved the Shift4 acquisition?

Approximately 99.998% of eligible votes were cast in favor of the arrangement.

How many Givex (GIVXF) shares were excluded from the minority vote?

40,091,776 shares were excluded from the minority vote as required by Multilateral Instrument 61-101.