Givex Obtains Final Order for Proposed Arrangement with Shift4

Rhea-AI Summary

Givex Corp (TSX: GIVX) (OTCQX: GIVXF) has received final court approval from the Ontario Superior Court of Justice for its previously announced arrangement with Shift4 Payments. Under the arrangement, Shift4 will acquire all outstanding Givex shares for $1.50 per share in cash. The transaction is expected to close around November 8, 2024, subject to customary conditions. Following completion, Givex shares will be delisted from the Toronto Stock Exchange, and the company will cease to be a reporting issuer.

Positive

• Secured final court approval for acquisition by Shift4 Payments
• Shareholders to receive $1.50 per share in cash

Negative

• Company will be delisted from Toronto Stock Exchange
• Will cease to be a reporting issuer

Toronto, Ontario--(Newsfile Corp. - November 5, 2024) - Givex Corp. (TSX: GIVX) (OTCQX: GIVXF) – ("Givex" or the "Company") is pleased to announce that Givex has obtained a final order of the Ontario Superior Court of Justice (Commercial List) approving the previously-announced plan of arrangement under Section 182 of 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.

The completion of the Arrangement remains subject to the satisfaction or waiver of certain conditions precedent customary for transactions of this nature. Assuming the satisfaction or waiver of these conditions precedent, the Arrangement is expected to be completed on or about November 8, 2024. Following completion of the Arrangement, the common shares of Givex are expected to be de-listed from the Toronto Stock Exchange and applications have been made for Givex to cease to be a reporting issuer and an offering corporation.

Shareholder Assistance

Givex shareholders who have questions or who require assistance with depositing their shares in connection with the Arrangement may contact Odyssey Trust Company toll free at 1-888-290-1175 or by visiting www.odysseytrust.com/ca-en/help.

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 of closing of the Arrangement, de-listing of the common shares of Givex from the Toronto Stock Exchange (including timing and effect thereof) and the applications of Givex to cease to be a reporting issuer and an offering corporation (including the timing thereof). 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: the customary risks associated with the Arrangement (including with respect to the conditions precedent thereto). 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/228987

FAQ

When will Shift4 Payments complete the acquisition of Givex (GIVXF)?

The acquisition is expected to be completed on or about November 8, 2024, subject to satisfaction of customary conditions precedent.

How much will Givex (GIVXF) shareholders receive per share in the Shift4 acquisition?

Shareholders will receive cash consideration of $1.50 per share.

What happens to Givex (GIVXF) stock after the Shift4 acquisition?

Following the completion of the arrangement, Givex shares will be delisted from the Toronto Stock Exchange, and the company will cease to be a reporting issuer.