FOR IMMEDIATE RELEASE
August 9, 2023 – TORONTO, ONTARIO, CANADA – Converge Technology Solutions Corp. (“Converge” or the “Company”) (TSX: CTS) (FSE:0ZB) (OTCQX:CTSDF) announces that the Toronto Stock Exchange (the “TSX”) has approved the Company’s Notice of Intention to Make a Normal Course Issuer Bid (the “NCIB”). Pursuant to the NCIB, Converge may purchase for cancellation up to an aggregate of 19,427,276 common shares (the “Common Shares”) representing approximately 10% of Converge’s public float of Common Sharesas at July 28, 2023. The NCIB will commence on August 11, 2023 and terminate one year after its commencement, or earlier if the maximum number of Common Shares under the NCIB have been purchased or the NCIB is terminated at the option of the Company.
The Company and its Board of Directors believes that, from time to time, the market prices of the Common Shares may not fully reflect the underlying value of the Company’s business and its future business prospects and accordingly, the NCIB is in the best interests of the Company and constitutes a desirable use of its funds.
Purchases of Common Shares under the NCIB will be made on the open market through the facilities of the TSX and/or permitted alternative Canadian trading systems. The price paid for the Common Shares will be at prevailing market prices in accordance with the applicable rules and policies of the TSX and applicable securities laws. All Common Shares acquired by the Company under the NCIB will be cancelled.
Additionally, the Company intends to enter into an automatic share purchase plan agreement (the “ASPP”) with Canaccord Genuity Corp. (“Canaccord” or “the Broker”) to facilitate the repurchase of Common Shares. Pursuant to the ASPP, Canaccord may purchase Common Shares under the NCIB at times when the Company would ordinarily not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise. Trading limits and other parameters for automatic purchases of the Common Shares under the ASPP will be determined between the Company and the Broker in accordance with the rules and policies of the TSX, applicable securities laws and the terms of the ASPP. Outside of these blackout periods, the Company may purchase Common Shares at its discretion under the NCIB.
Under the NCIB, other than purchases made under a block purchase exemption pursuant to the rules and policies of the TSX, Converge may not purchase more than 257,059of the issued and outstanding Common Shares on the TSX during any trading day, which represents approximately 25% of the average daily trading volume of 1,028,239 Common Shares of the Company for the most recently completed six calendar months preceding July 31, 2023.
Under its previous normal course issuer bid approved by the TSX on August 8, 2022, the number of Common Shares that could by repurchased for cancellation was 10,744,818 Common Shares. Converge completed the purchase for cancellation through the facilities of the TSX, and through alternative trading systems, of 10,744,818 Common Shares at a weighted average price of $5.05per Common Share.
Converge Technology Solutions Corp. is a services-led, software-enabled, IT & Cloud Solutions provider focused on delivering industry-leading solutions. Converge’s global approach delivers advanced analytics, application modernization, cloud platforms, cybersecurity, digital infrastructure, and digital workplace offerings to clients across various industries. The Company supports these solutions with advisory, implementation, and managed services expertise 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.
For further information contact:
Converge Technology Solutions Corp.
Email: [email protected]
Certain information contained in this press release may constitute forward-looking information under applicable securities laws, including statements related to the timing and amount of potential purchases and the cancellation of Common Shares under the NCIB and the ASPP. Forward-looking statements are necessarily based upon various assumptions that, while the Company considers 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 filings available on SEDAR under the Company’s profile at www.sedar.com including its most recent Annual Information Form, its Management Discussion and Analysis and its Annual and Quarterly Financial Statements.
The TSX has not reviewed the information provided under this press release and does not accept responsibility for the adequacy or accuracy of this release.