Givex Corp. announced that it has entered into a definitive arrangement agreement with Shift4 Payments, Inc. pursuant to which Shift4 has agreed to acquire all of the issued and outstanding shares of Givex, by way of a statutory plan of arrangement.
Under the terms of the Arrangement Agreement, holders of Givex Shares will receive C$1.50 in cash for each Givex Share held, which implies “an aggregate equity value for Givex of approximately C$200 million, on a fully diluted, in-the-money, treasury method basis.”
The Consideration represents a 64% premium “to the 20-day volume-weighted average price (VWAP) of the Givex Shares on the Toronto Stock Exchange (TSX) for the period ended August 23, 2024, the last trading day prior to the announcement of the Transaction.”
Don Gray, CEO of Givex said:
“The Givex Team looks forward to joining the Shift4 family and bring our enterprise gift card capabilities and loyalty programs to hundreds of thousands of new customers. By combining Shift4’s end-to-end payment solution with our value-added engagement services, we can deliver an unparalleled package to both of our customer bases.”
Shift4 President Taylor Lauber said:
“Givex has a considerable footprint around the world which will dramatically increase Shift4’s overall customer base. At the same time, their gift card and loyalty solutions are second to none and will add significant value for our customers, creating stickier relationships and enhancing our overall value proposition.”
The Consideration represents premiums “of (i) 64% over the 20-day VWAP of the Givex Shares on the TSX for the period ended August 23, 2024, and (ii) 55% over the closing price of the Givex Shares on August 23, 2024;”
All-cash offer crystalizes value “for Givex Shareholders and provides them with full liquidity and certainty of value;”
Eliminates the execution risks associated “with Givex’s long-term business plan and delivers a substantial premium return as compared to the uncertainties of remaining a Givex Shareholder;”
Givex’s board of directors , after receiving “a unanimous recommendation from a special committee comprised of independent directors of Givex, has unanimously approved the Transaction and recommend that Givex Shareholders vote in favour of the Transaction;”
Givex’s directors, executive officers and significant shareholders, which “together represent 57.4% of the Givex Shares outstanding, have entered into voting support agreements pursuant to which they have agreed to vote their Givex Shares in favour of the Transaction. The voting support agreements terminate in the event the Arrangement Agreement is terminated, including if the Arrangement Agreement is terminated to allow the Company to accept a “superior proposal”; and
The Transaction is subject to customary closing conditions, “including the approval of Givex Shareholders.”
The Consideration will be “funded by Shift4’s existing cash on hand.”
Under the terms of the Transaction, holders of Givex Shares will receive C$1.50 in cash for each Givex Share held. Each in-the-money option and warrant of the Company outstanding (“Company Option” and “Company Warrant”, respectively) will be deemed to be vested and disposed of to the Company for an in-the-money cash payment, and all Company Options and Company Warrants issued and outstanding shall thereafter be immediately cancelled.
The Transaction will be effected by way of “a statutory plan of arrangement under the Business Corporations Act (Ontario) and is subject to customary closing conditions including (i) approval of the Ontario Superior Court of Justice, and (ii) the approval of (a) at least two-thirds of the votes cast by holders of Givex Shares present in person or by proxy at the special meeting of Givex Shareholders, and (b) if required, a simple majority of the votes cast by the holders of Givex Shares (excluding the votes cast by certain Givex Shareholders as required by Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101″)), present in person or by proxy at the Company Meeting.”
Under the Arrangement Agreement, each of Givex and Shift4 have “provided representations and warranties customary for a transaction of this nature.”
In addition, the Arrangement Agreement includes “customary deal protection provisions, including customary provisions relating to non-solicitation of alternative transactions, subject to customary “fiduciary out” rights.”
The Board, after receiving the unanimous recommendation of the Special Committee, has determined that the Transaction, “including the transactions contemplated thereunder, is fair to the Givex Shareholders and is in the best interests of the Company, and unanimously recommends that Givex Shareholders vote in favour of the Transaction.”
Following closing, it is expected that the Givex Shares will “be de-listed from the TSX and that Givex will apply to cease to be a reporting issuer under applicable Canadian securities laws.”
