Vancouver, British Columbia–(Newsfile Corp. – August 29, 2018) – Norwick Capital Corp. (TSX: NWK.P) (” Norwick“) and Converge Technology Partners Inc. (” Converge“) are pleased to announce that Norwick, Converge and Norwick Acquisition Corp., a wholly-owned subsidiary of Norwick, have entered into an acquisition agreement (the ” Acquisition Agreement“), dated August 28, 2018, pursuant to which Norwick will acquire all of the issued and outstanding Class A common shares of Converge (each, a ” Converge Share“) and Converge will amalgamate with Norwick Acquisition Corp. (the ” Amalgamation“). The Amalgamation will be structured as a three-cornered amalgamation and, as a result, the amalgamated corporation (” Amalco“) will become a wholly-owned subsidiary of Norwick at the time of the completion of the Amalgamation.
Prior to the completion of the Amalgamation and subject to applicable regulatory approval, Norwick will complete a consolidation (the ” Consolidation“) of its outstanding common shares and, upon completion of the Amalgamation, Norwick will complete a name change (the ” Name Change“) to “Converge Technology Solutions Corp.” (the ” Resulting Issuer“). Norwick is a capital pool company listed on the TSX Venture Exchange (the ” TSXV“). The Amalgamation will complete the previously announced qualifying transaction of Norwick in accordance with the rules and policies of the TSXV (the ” Qualifying Transaction“).
Norwick has made an initial filing submission to the TSXV regarding the Qualifying Transaction. A filing statement of Norwick containing further details with respect to the Qualifying Transaction (the ” Filing Statement“) will be prepared and filed by Norwick on SEDAR at www.sedar.com upon acceptance by the TSXV.
Converge was incorporated pursuant to the provisions of the Business Corp orations Act(Ontario) on November 29, 2016. The head office and registered office address of Converge is located in Toronto, Ontario.
Converge’s primary mission is to identify and acquire North American IT Solutions Providers (“ITSPs“) that are regionally focused, but undercapitalized and lack scale. Ideal ITSP targets have strong relationships with leading IT vendors and distributors (IBM, Cisco, Dell EMC, Pure Storage, Microsoft, Amazon Web Services, HP, etc.) and a sub-scale managed services business that provides a base of recurring revenue. Together with its subsidiaries, Converge is able to bring together the combined company’s Managed Services capabilities into a single provider with a meaningful national footprint. Converge is also able to capitalize on the rapidly growing cloud computing spending through its cloud solutions businesses.
Led by a seasoned management team that has extensive acquisition and management experience in both the private and public markets, Converge’s goal is to become one of the largest independent ITSPs platforms in North America. Converge’s competitive business model, blue chip client base, and broad service offering positions it well to capitalize on numerous growth opportunities and further enhance its profitability.
To date, Converge has acquired five businesses in North America (four ITSPs and one software developer). This has allowed Converge to immediately consolidate sales capabilities, expand geographic presence from coast to coast, and facilitate network integration and data centre capabilities. Converge acquired its first company, Corus Group, LLC, in October 2017, followed by Northern Micro Inc. in November 2017, which helped to diversify Converge’s client mix and expand into the government and education sector. In January 2018, Converge acquired Becker-Carroll, providing Converge with capabilities to build enterprise blockchain solutions for customers. Most recently, Converge acquired Key Information Systems, Inc. and BlueChipTek, Inc. which increased data centre capabilities and expanded Converge’s footprint.
A complete description of Converge’s business will be contained in the Filing Statement.
Summary Financial Information for Converge
The following tables set forth selected audited consolidated financial information for Converge as at December 31, 2017 and for the year ended December 31, 2017, as well as selected unaudited condensed interim financial information for Converge as at March 31, 2018, and for the three-month period ended March 31, 2018.