- Sends letter to Shareholders highlighting that the Arrangement
delivers immediate, significant, and certain value following a
robust strategic review process overseen by an independent Special
Committee of the Board
- Issues presentation articulating why the Sumeru transaction is
the best path forward for Q4 Shareholders
- Third party experts – including leading proxy advisory firm ISS
and sell side analysts – have voiced clear support for the
Arrangement
- Urges Shareholders to vote today FOR the proposed Arrangement
by deadline of January 22, 2024 at 10 a.m. Toronto Time.
Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital
markets access platform, today sent a letter to shareholders and
issued a presentation highlighting reasons to support the proposed
arrangement transaction (the “Arrangement”) whereby Q4 would be
acquired by a newly formed entity controlled by Sumeru Equity
Partners (“Sumeru”), a leading technology-focused investment firm.
A special meeting (the “Special Meeting”) of holders (the
“Shareholders”) of the Company’s common shares (the “Common
Shares”) related to the proposed Arrangement will be held on
January 24, 2024 at 10:00 a.m. (Toronto Time).
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20240110462013/en/
The presentation is available on the Company’s website at
https://investors.q4inc.com/Special-Meeting-Vote/Special-Meeting/.
Further, Q4 announced that a leading proxy advisory firm,
Institutional Shareholder Services Inc. (“ISS”), has recommended
Shareholders vote “FOR” the transaction, citing as reasons
for its conclusion the “significant premium,” “reasonable” sale
process, and “credible downside risk” if the Arrangement is not
approved.
The full text of the letter follows:
Reminder to Vote Today.
Deadline to Submit Your Proxy Vote is
January 22, 2024 at 10 a.m. (Toronto Time).
Dear Shareholders,
Thank you for your investment in Q4 Inc. (TSX:QFOR) (“Q4” or the
“Company”).
As part of our ongoing commitment to delivering value to you, we
recently agreed to a proposed Arrangement (the “Arrangement”)
whereby Q4 would be acquired by a newly formed entity controlled by
Sumeru Equity Partners (“Sumeru”), a leading technology-focused
investment firm.
Under the terms of the proposed Arrangement, Shareholders –
other than certain Shareholders rolling over their equity interest
(“Rolling Shareholders”) – would receive an all-cash payment of
C$6.05 per share, representing a 36% premium to the closing
price of the Company’s Common Shares on November 10, 2023, the last
trading day prior to the Arrangement being announced.
The Arrangement, if approved, will provide Shareholders with
immediate, significant, and certain value following a robust
strategic review process overseen by an independent Special
Committee (“Special Committee”) of the Board of Directors.
The Board (other than conflicted directors) unanimously
recommends that you vote “FOR” the proposed Arrangement at
the Special Meeting of Shareholders (“Special Meeting”) to be held
on January 24, 2024, at 10 a.m. (Toronto Time). The Special Meeting
will be held virtually via live audio webcast at:
https://meetnow.global/MA5VC62.
Why the Arrangement is the Best Path
Forward
We believe that the rationale for the Arrangement is clear and
that it represents the optimal pathway for Shareholders. Selected
reasons for this include:
- Premium Consideration: The Consideration to be received
by Shareholders (other than the Rolling Shareholders) represents a
36% premium to the closing price of Q4’s Common Shares as of
November 10, 2023, the last day of trading before the Arrangement
was announced. The purchase price is a 43% premium to the 20-day
volume-weighted average trading price and a 46% premium to the
60-day volume-weighted average prior to the announcement.
- Certainty of Value and Liquidity: The Consideration
offered to Shareholders (other than the Rolling Shareholders) is
all cash, which provides immediate liquidity, value realization and
certainty for their entire investment.
- Highest Proposal: The Special Committee concluded after
extensive negotiations with Sumeru that the Consideration, which
represents an increase from Sumeru’s original proposal, was the
highest price that could be obtained from Sumeru and that further
negotiation could potentially have caused Sumeru to withdraw its
proposal, denying Shareholders the right to vote on the proposed
Arrangement.
- Go-Shop Provision: The Company undertook a Go-Shop
process to solicit alternative proposals and was in contact with 23
different parties. None of these discussions resulted in an
alternative proposal being presented.
- Independent Formal Valuation and Fairness Opinions:
Stifel Nicolaus Canada Inc. (“Stifel Canada”) provided an
independent formal valuation that concluded that as of November 12,
2023, the fair market value of the Company’s Common Shares was in
the range of C$5.50 to C$6.80 per Share. Both Stifel Canada and
Raymond James & Associates concluded that the Consideration to
be received by the Shareholders (other than the Rolling
Shareholders) pursuant to the Arrangement was fair from a financial
point of view to these Shareholders.
- Minority Vote and Court Approval: The Arrangement must
be approved by not only two-thirds of the votes cast by
Shareholders, but also by a majority of the minority Shareholders
in accordance with applicable securities laws, and by the Ontario
Superior Court of Justice (Commercial List), which will consider
the fairness and reasonableness of the Arrangement to all
Shareholders.
Third Party Support for the
Transaction
Don’t just take our word for it. Notably, the reactions from
objective parties have reinforced the merits of the
transaction.
Leading proxy advisory firm Institutional Shareholder Services
Inc. (“ISS”) recently recommended shareholders vote FOR the
Arrangement, stating:1
- “The offer represents a significant premium to the unaffected
price and the valuation appears credible.”
- “The sale process was ultimately conducted on a comparable
basis to other recent notable Canadian software transactions and
helped facilitate price discovery.”
- “Based on the company's operational and share price history as
well as, at minimum, some expected reversion in share price in the
event of non-approval, the standalone case is not an inherently
safe path.”
- “On balance, shareholder support for this proposal is
warranted.”
Members of the sell side analyst community have also been in
favor of the Arrangement:
- “We believe the acquisition is attractive and provides
certainty to shareholders.” — RBC Capital Markets, November 13,
2023
- “We consider the announcement a positive outcome for the
broader shareholder base, given the headwinds to QFOR’s growth
profile as it transitions to breakeven profitability.” — Canaccord
Genuity, November 13, 2023
- “We believe the current deal price is reasonable.” — Eight
Capital, November 14, 2023
Shareholders are urged to read the Circular and its appendices
carefully and in its entirety as the Circular contains extensive
detail regarding the background to the Arrangement, detailed
reasons for the recommendation of the Special Committee and the
Board (including the above reasons) and other factors
considered.
After careful consideration of all these factors, including the
recommendations of the Company’s financial advisors and the
unanimous recommendation of the Special Committee, the Board (with
conflicted directors not in attendance or participating in the
decision) unanimously determined the Arrangement is the best
interests of the Company and is fair to Shareholders (other than
the Rolling Shareholders).
As such, we strongly encourage you to vote “FOR” the
proposed Arrangement.
Thank you for your continued support of Q4.
Sincerely,
The Special Committee of the Board of Directors of Q4
Due to the Essence of Time, Shareholders are
encouraged to vote online or by telephone as describe in the
enclosed voting form and on Q4’s website at:
https://investors.q4inc.com/Special-Meeting.
The proxy voting deadline is on January 22,
2024 at 10 a.m. Toronto Time.
Shareholder Questions and Assistance
Shareholders who have questions regarding the
Arrangement or require assistance with voting may contact Laurel
Hill Advisory Group, the Company’s shareholder communications
advisor and proxy solicitation agent at:
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184 (+1
416-304-0211 Outside North America)
Email: assistance@laurelhill.com.
About Q4 Inc.
Q4 Inc. (TSX: QFOR) is the leading capital markets access
platform that is transforming how issuers, investors, and the
sell-side efficiently connect, communicate, and engage with each
other.
The Q4 Platform facilitates interactions across the capital
markets through IR website products, virtual events solutions,
engagement analytics, investor relations CRM, shareholder and
market analysis, surveillance, and ESG tools. The Q4 Platform is
the only holistic capital markets access platform that digitally
drives connections, analyzes impact, and targets the right
engagement to help public companies work faster and smarter.
The company is a trusted partner to more than 2,500 public
companies globally, including many of the most respected brands in
the world, and maintains an award-winning culture where team
members grow and thrive.
Q4 is headquartered in Toronto, with offices in New York and
London. Learn more at investors.Q4inc.com.
All dollar figures in this release are in Canadian dollars
unless otherwise indicated.
About Sumeru Equity Partners
Sumeru Equity Partners provides growth capital at the
intersection of people and innovative technology. Sumeru seeks to
embolden innovative founders and management teams with capital and
scaling partnership. Sumeru has invested over US$3 billion in more
than fifty platform and add-on investments across enterprise and
vertical SaaS, data analytics, education technology, infrastructure
software and cybersecurity. The firm typically invests in companies
throughout North America and Europe. For more information, please
visit sumeruequity.com.
Cautionary Note Regarding Forward-Looking Information
This release includes “forward-looking information” and
“forward-looking statements” (collectively, “forward-looking
statements”) within the meaning of applicable securities laws.
Forward-looking statements include, but are not limited to,
statements with respect to the purchase by the Purchaser of all of
the issued and outstanding Common Shares, the rationale of the
Board for entering into the Arrangement Agreement, the anticipated
timing and the various steps to be completed in connection with the
Arrangement, including receipt of Shareholder and court approvals,
the anticipated timing for closing of the Arrangement.
In some cases, but not necessarily in all cases, forward-looking
statements can be identified by the use of forward-looking
terminology such as “plans” “targets”, “expects” or “does not
expect”, “is expected”, “an opportunity exists”, “is positioned”,
“estimates”, “intends”, “assumes”, “anticipates” or “does not
anticipate” or “believes”, or variations of such words and phrases
or state that certain actions, events or results “may”, “could”,
“would”, “might”, “will” or “will be taken”, “occur” or “be
achieved”. In addition, any statements that refer to expectations,
projections or other characterizations of future events or
circumstances contain forward-looking statements. Forward-looking
statements are not historical facts, nor guarantees or assurances
of future performance but instead represent management’s current
beliefs, expectations, estimates and projections regarding future
events and operating performance. Forward-looking statements are
necessarily based on a number of opinions, assumptions and
estimates that, while considered reasonable by the Company as of
the date of this release, are subject to inherent uncertainties,
risks and changes in circumstances that may differ materially from
those contemplated by the forward-looking statements. Important
factors that could cause actual results to differ, possibly
materially, from those indicated by the forward-looking statements
include, but are not limited to, the possibility that the proposed
Arrangement will not be completed on the terms and conditions, or
on the timing, currently contemplated, or at all, the possibility
of the Arrangement Agreement being terminated in certain
circumstances, the ability of the Board to consider and approve a
Superior Proposal for the Company, and the other risk factors
identified under “Risk Factors” in the Company’s latest annual
information form and management’s discussion and analysis for the
year ended December 31, 2022 and in the management’s discussion and
analysis for the period ended September 30, 2023, and in other
periodic filings that the Company has made and may make in the
future with the securities commissions or similar regulatory
authorities in Canada, all of which are available under the
Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not
intended to represent a complete list of the factors that could
affect the Company. However, such risk factors should be considered
carefully. There can be no assurance that such estimates and
assumptions will prove to be correct. You should not place undue
reliance on forward-looking statements, which speak only as of the
date of this release.
Although the Company has attempted to identify important risk
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
risk factors not currently known to us or that we currently believe
are not material that could also cause actual results or future
events to differ materially from those expressed in such
forward-looking statements. There can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Accordingly, you should not place undue reliance on
forward-looking statements. The forward-looking statements
represent the Company’s expectations as of the date of this release
(or as the date it is otherwise stated to be made) and are subject
to change after such date. However, the Company disclaims any
intention and undertakes no obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required under applicable
Canadian securities laws. All of the forward-looking statements
contained in this release are expressly qualified by the foregoing
cautionary statements.
1 Permission to quote ISS was neither sought nor obtained.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240110462013/en/
Investor
Laurel Hill Advisory Group North America Toll Free:
1-877-452-7184 Collect Calls Outside North America: 1-416-304-0211
assistance@laurelhill.com
Edward Miller Director, Investor Relations (437) 291-1554
ir@q4inc.com
Media
Longacre Square Partners Scott Deveau
sdeveau@longacresquare.com
Grafico Azioni Q4 (TSX:QFOR)
Storico
Da Ott 2024 a Nov 2024
Grafico Azioni Q4 (TSX:QFOR)
Storico
Da Nov 2023 a Nov 2024
