May 25, 2021 – GATINEAU, QUÉBEC AND TORONTO, ONTARIO, CANADA – Converge Technology Solutions Corp. (“Converge” or the “Company”) (TSX: CTS) (FSE:0ZB) (OTCQX:CTSDF) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by Canaccord Genuity Corp. and Scotiabank (the “Underwriters”), pursuant to which the Underwriters have agreed to purchase, on a bought deal basis, 13.3 million common shares of the Company (“Offered Shares”) at a price of $7.50 per Offered Share (the “Issue Price”) for gross proceeds to the Company of $100.0 million (the “Offering”).
In addition, Converge has granted the Underwriters an option, exercisable at any time, in whole or in part, until the date that is 30 days following the closing of the Offering, to purchase up to an additional 2.0 million common shares of the Company solely to cover over-allotments, if any, and for market stabilization purposes. In the event the over-allotment option is exercised in full, the aggregate gross proceeds of the Offering will be $115.0 million.
Converge intends to use the net proceeds from the Offering for acquisitions, working capital and other general corporate purposes.
The Offering will be conducted in each of the provinces of Canada by way of a prospectus supplement to the Company’s short form base shelf prospectus dated July 8, 2019 (the “Prospectus Supplement”) and elsewhere on a private placement basis. Converge intends to file the Prospectus Supplement with the securities regulatory authorities in each of the provinces of Canada, which will be available on SEDAR under the Company’s profile at www.sedar.com.
The Offering is scheduled to close on or about June 3, 2021 and is subject to customary closing conditions, including listing of the Offered Shares on the Toronto Stock Exchange and any required approvals of the exchange and applicable securities regulatory authorities.
The Offered Shares 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. Accordingly, the Offered Shares may not be offered or sold within the United States, its territories or possessions, any state of the United States or the District of Columbia (collectively, the “United States”) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Offered Shares within the United States.
Converge Technology Solutions Corp. is a software-enabled IT & Cloud Solutions provider focused on delivering industry-leading solutions and services. Converge’s regional sales and services organizations deliver advanced analytics, cloud, and cybersecurity offerings to clients across various industries. The Company supports these solutions with managed services, digital infrastructure, and talent expertise offerings across all major IT vendors in the marketplace. This multi-faceted approach enables Converge to address the unique business and technology requirements for all clients in the public and private sectors. For more information, visit convergetp.com.
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Converge Technology Solutions Corp.
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. These forward-looking statements include, but are not limited to, statements relating to the timing and completion of the Offering, the satisfaction and timing of the receipt of required stock exchange approvals and other conditions to closing of the Offering, the intended use of the net proceeds of the Offering, the execution of Converge’s growth strategy and timing and completion of acquisitions. 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 annual information form, which is available on SEDAR under the Company’s profile at www.sedar.com, and the consolidated financial statements of the Company for the years ended December 31, 2020 and 2019, together with the corresponding Management’s Discussion and Analysis for additional risk factors described under “Risks and Uncertainties”.