Converge Technology Solutions Corp., based in Toronto and Gatineau, QC, announced the availability of its management information circular for an upcoming special meeting of shareholders. The circular can be accessed on SEDAR+ and the company’s website. The meeting, scheduled for April 10, 2025, will address an arrangement agreement with 16728421 Canada Inc. for the acquisition of all outstanding shares of Converge. The meeting will be held virtually, with voting on the arrangement resolution. The board of directors unanimously recommends voting for the arrangement, citing factors such as a significant premium, certainty, and immediate liquidity for shareholders. The Arrangement Agreement contains terms and conditions deemed reasonable by the Special Committee and the Board, with input from the Company’s legal and financial advisors. These include typical “fiduciary out” rights that would allow the Company to consider a better offer under certain circumstances.
Further information regarding the Arrangement, the rationale behind the Board and Special Committee’s unanimous recommendation, as well as the potential advantages and risks, can be found in the Circular.
Shareholders are urged to review the Circular in full and cast their votes for their Shares before the proxy voting deadline on Tuesday, April 8, 2025, at 11:00 a.m. (Toronto time).
For any shareholder inquiries or assistance with voting, individuals can reach out to Laurel Hill Advisory Group, the proxy solicitation agent and Shareholder communications advisor for Converge.
Converge Technology Solutions Corp. is revolutionizing IT solutions with a focus on people-centric challenges. By leveraging expertise in IT and Cloud Solutions, the company aims to deliver innovative and impactful outcomes for businesses across various industries.
This press release includes forward-looking statements regarding Converge and its business, concerning the anticipated benefits of the Arrangement and the timing of the Meeting and completion of the Arrangement. These statements are based on management’s opinions, estimates, and assumptions but are subject to various risks and uncertainties that may impact actual results.
Risks include failure to secure necessary approvals, financing challenges, transaction costs, and the potential for not realizing the expected benefits of the Arrangement. Such factors may result in the Arrangement not being completed as planned. Potential Risks and Uncertainties Involving Company Arrangement
If the Company does not complete the Arrangement and remains an independent entity, there are potential risks that could impact its business relationships, operations, and financial prospects. The announcement of the Arrangement and the resources devoted to its completion could affect relationships with employees, customers, suppliers, and partners. These factors may have a material adverse effect on the Company’s current and future operations.
In the event that these risks materialize or the underlying assumptions prove incorrect, actual results may vary significantly from the anticipated outcomes. While the Company has identified key risk factors, there may be additional unknown factors that could also impact results. It is important not to rely too heavily on forward-looking information, as actual results may differ from expectations.
The forward-looking information provided in this press release represents the Company’s expectations as of the specified date and is subject to change. The Company does not have a duty to update this information unless required by applicable securities laws. All forward-looking information is qualified by cautionary statements.
In conclusion, it is essential to consider the potential risks and uncertainties associated with the Company’s Arrangement. By staying informed and cautious, stakeholders can better navigate the changing landscape of the business environment. Further engagement and exploration of these issues can lead to a deeper understanding of the Company’s operations and future prospects.
