FOR IMMEDIATE RELEASE
December 18, 2019 – VANCOUVER, BRITISH COLUMBIA AND TORONTO, ONTARIO, CANADA – Converge Technology Solutions Corp. (“Converge” or the “Company”) (TSXV: CTS) (FSE:0ZB) (OTCQX:CTSDF) announces that further to its press released dated December 4, 2019, the TSX Venture Exchange (“TSXV”) has approved the Company’s Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”). Pursuant to the NCIB, Converge may, if considered advisable, purchase for cancellation through the facilities of the TSXV and/or permitted alternative trading systems, from time to time over the next 12 months, up to an aggregate of 4,125,120 of its issued and outstanding common shares (each, a “Common Share”), being 5% of the issued and outstanding Common Shares as of December 3, 2019.
Converge may purchase Common Shares under the NCIB and the NCIB will remain in effect until the earlier of: (i) December 16, 2020, (ii) the date upon which Converge acquires the maximum number of Common Shares permitted under the NCIB, or (iii) the date upon which Converge provides written notice of termination of the NCIB to the TSXV. Converge may not purchase more than 2% of the issued and outstanding Common Shares during any 30-day period, which as at December 13, 2019 represented 1,614,118 Common Shares.
Purchases of Common Shares under the NCIB will be made by Hampton Securities Limited (“Hampton”) in accordance with the applicable policies of the TSXV and applicable Canadian securities laws. The Company also has entered into an automatic share purchase plan (the “ASPP”) to facilitate the repurchase of common shares under the NCIB through Hampton. Under the ASPP, Hampton may purchase Common Shares under the NCIB at times when the Company would ordinarily not be permitted to do so due to regulatory restrictions or self-imposed blackout periods. Before entering into a blackout period, the Company may, but is not required to, instruct Hampton to make purchases under the NCIB in accordance with the terms of the ASPP. Such purchases will be determined by Hampton in its sole discretion based on parameters set by the Company prior to the commencement of the blackout period in accordance with the terms of the ASPP, applicable securities laws and the rules and policies of the TSXV. Outside of these blackout periods, the Company may purchase Common Shares at its discretion under the NCIB. All Common Shares acquired by the Company under the NCIB will be cancelled.
The Company is implementing the NCIB because it believes that, from time to time, the market prices of its common shares may not fully reflect the underlying value of the Company’s business and its future business prospects. Such purchases will be in the best interests of the Company and will be a desirable use of corporate funds.
The Company is also pleased to provide a brief business update as it looks to complete Phase II of its previously announced business strategy and move into Phase III of growth. “We have completed 5 acquisitions in 2019 that expand our geographic reach, enhance our capabilities and strengthen our service offerings to our valued customers” said Shaun Maine, CEO of Converge. “This positions the Company extremely well as we enter 2020 looking to build upon our successes to date. As we have relied on our credit facilities to fund the cash consideration paid in respect of our acquisitions, we are continuously considering initiatives and alternatives to strengthen our balance sheet in order to best position the Company for future growth, including completing further acquisitions.” These initiatives could take various forms but the Company cautions that there is no certainty that it will complete any such initiatives on a timely basis, or at all.
About Converge Technology Solutions Corp.
Converge Technology Solutions Corp. combines innovation accelerators and foundational infrastructure solutions to deliver best‐of‐breed solutions and services to customers. The Company is building a platform of regionally‐focused Hybrid IT solution providers to enhance their ability to provide multi‐cloud solutions, blockchain, resiliency, and managed services, enabling Converge to address the business and IT issues that public and private‐sector organizations face today.
For further information contact:
Mary Anne Palangio Virtus Advisory Group
Chief Financial Officer Shareholder Inquiries
Converge Technology Solutions Corp. Email: [email protected]
Email: [email protected] Phone: 416‐644‐5081
This press release contains certain “forward‐looking information” and “forward‐looking statements” (collectively, “forward‐looking statements”) within the meaning of applicable Canadian securities legislation regarding Converge and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward‐looking statements. Forward‐looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. Except as required by law, Converge assumes no obligation to update the forward‐looking statements of beliefs, opinions, projections, or other factors, should they change. The reader is cautioned not to place undue reliance on forward‐looking statements.
For a detailed description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s amended annual information form dated July 8, 2019 which is available on SEDAR under the Company’s profile at www.sedar.com in addition to the consolidated financial statements for the years ended December 31, 2018 and 2017 together with the corresponding Management’s Discussion and Analysis for additional risk factors described under “Risk Factors” and “Risks and Uncertainties”.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.