07:42:30 EDT Sun 19 May 2024
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Quisitive Technology Solutions Inc
Symbol QUIS
Shares Issued 400,456,064
Close 2023-09-29 C$ 0.33
Market Cap C$ 132,150,501
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Quisitive dissidents seek to replace three directors

2023-10-02 10:52 ET - News Release

Mr. Shawn Skelton, a concerned shareholder, reports

QUISITIVE SHAREHOLDERS FOR ACCOUNTABILITY ANNOUNCE INTENT TO REQUISITION A SPECIAL MEETING OF SHAREHOLDERS TO RESTORE VALUE AND RECONSTITUTE THE BOARD AT QUISITIVE TECHNOLOGY SOLUTIONS, INC.

Quisitive Technology Solutions Inc. shareholders, including Shawn Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason Hardy and Scott Hardy, intend to requisition a special meeting of shareholders for the purpose of removing and replacing David Guebert, Philip Sorgen and Amy Brandt as members of the board of directors of Quisitive. Shareholders will have the opportunity to take back control of their company from an entrenched board that has presided over a period of massive value destruction with little regard for shareholder interests. The Quisitive shareholders for accountability anticipate announcing a slate of highly qualified directors concurrent with delivery of the requisition to the company.

With the right leadership on the board, the Quisitive shareholders for accountability believe Quisitive can be turned around and return to growth. The Quisitive shareholders for accountability believe that the board, as currently constituted, has failed to be responsive to shareholder expectations and has no coherent strategy for value creation. The Quisitive shareholders for accountability urge the board to refrain from taking any actions at this time and to heed the views of its shareholders before making any key decisions on the future of Quisitive. The Quisitive shareholders for accountability, together with their joint actors, exercise control or direction over approximately 133.1 million Quisitive shares, representing approximately 33 per cent of Quisitive's shares, and have made it clear to the board that there is overwhelming support for shareholder-led board renewal at the company. Given this significant support for immediate change and the board's record of value destruction, the Quisitive shareholders for accountability will request that Quisitive arrange for the meeting to be held as soon as possible.

Quisitive's board is entrenched

The Quisitive shareholders for accountability have lost all faith in the current board during the course of their recent engagement. The Quisitive shareholders for accountability no longer trust the current board to make any material decisions on Quisitive's future that reflect the best interests of its shareholders. Their attempts to reach a co-operative framework were met with a pattern of disingenuous interactions. The Quisitive shareholders for accountability were provided with assurances that the board was agreeable to their proposals for board renewal and prepared to work with them expeditiously and in good faith to implement the proposals in a non-disruptive manner. The Quisitive shareholders for accountability no longer believe that to be the case.

The Quisitive shareholders for accountability are not prepared to accept superficial change and have been disappointed by interactions with the board that appear to have been conducted with a view to entrenchment. The board has stalled, withdrawn and, ultimately, reneged on commitments the Quisitive shareholders for accountability view as fundamental to an effective turnaround. The directors continue to engage in a strategy of wasting corporate resources to protect their positions rather than engaging collaboratively to reconstitute the board with directors who are focused on creating shareholder value.

The concerned shareholders' view, which is consistent with what they have heard from other major shareholders, is that the case for change at Quisitive is urgent. It is time for a fresh start for Quisitive and its shareholders under truly aligned, experienced, highly qualified and reinvigorated board leadership. The concerned shareholders' engagement with board members to date indicates that they are not in touch with shareholder sentiment, do not recognize the extent of underperformance at Quisitive, and are unwilling and unable to take the steps necessary to fix the operational and other issues facing the company.

The Quisitive board must be held accountable for its failures

The Quisitive shareholders for accountability only determined to proceed with the requisition following the board's continued resistance to meaningful change. The unwillingness or inability of the current board to take the steps necessary to change the leadership at the board and fix the operational issues plaguing the company has led the Quisitive shareholders for accountability to conclude that urgent change is needed.

The concerned shareholders' campaign to refresh the Quisitive board is driven by this board's abysmal performance and significant deterioration in the company's stock price; importantly, however, it is also a referendum on good corporate governance.

The Quisitive shareholders for accountability urge the board members to consult with its major shareholders. Given the concerned shareholders' views and theirs, the urgency of the situation and the likely disruption, distraction and costs of fighting to entrench certain positions, the concerned shareholders ask the board to reconsider and do what is right for Quisitive and its shareholders. It is the concerned shareholders' hope the board as a whole will facilitate an orderly, expeditious board renewal process, but given their considerable investment, the concerned shareholders are committed to taking the necessary steps to effect meaningful change and drive value creation at Quisitive.

The Quisitive shareholders for accountability remain willing to engage directly and constructively with the board to ensure Quisitive delivers on the significant turnaround opportunity the concerned shareholders see.

Additional information

The information contained in this press release does not, and is not meant to, constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws.

Although the Quisitive shareholders for accountability intend to requisition a meeting of shareholders, such a requisition has not yet been submitted, there is currently no record or meeting date, and shareholders are not being asked at this time to execute a proxy in favour of the Quisitive shareholders for accountability's nominees or any other resolutions that may be set forth in the requisition. Notwithstanding the foregoing, the Quisitive shareholders for accountability are voluntarily providing the disclosure required under Section 9.2(4) of National Instrument 51-102 -- Continuous Disclosure Obligations, in accordance with corporate and securities laws applicable to public broadcast solicitations.

This press release and any solicitation made by the Quisitive shareholders for accountability in advance of the meeting is, or will be, as applicable, made by the Quisitive shareholders for accountability and not by or on behalf of the management of Quisitive. In connection with the meeting, the Quisitive shareholders for accountability may file an information circular in due course in compliance with applicable corporate and securities laws.

As noted above, the Quisitive shareholders for accountability are not soliciting proxies in connection with the meeting at this time, and shareholders are not being asked at this time to execute proxies in favour of the Quisitive shareholders for accountability's nominees (in respect of the meeting) or any other resolution that may be set forth in the requisition. Proxies may be solicited by the Quisitive shareholders for accountability pursuant to an information circular sent to shareholders, after which solicitations may be made by or on behalf of the Quisitive shareholders for accountability, by mail, telephone, fax, e-mail or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Quisitive shareholders for accountability, who will not be specifically remunerated therefor. The Quisitive shareholders for accountability may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. The Quisitive shareholders for accountability may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Quisitive shareholders for accountability.

All costs incurred for any solicitation will be borne by the Quisitive shareholders for accountability, provided that, subject to applicable law, the Quisitive shareholders for accountability may seek reimbursement from Quisitive for their out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the board.

The Quisitive shareholders for accountability are not requesting that shareholders submit a proxy at this time. Once the Quisitive shareholders for accountability have commenced a formal solicitation of proxies in connection with the meeting, a registered shareholder of Quisitive that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date than the proxy being revoked and returning the newly completed and signed proxy in accordance with the instructions contained in the form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Quisitive at any time up to and including the last business day preceding the day of the meeting at which the proxy is to be used, or (ii) with the chairman of the meeting on the day of the meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of Quisitive will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.

None of the Quisitive shareholders for accountability or, to their knowledge, any of their respective associates or affiliates has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the meeting other than as set forth herein.

Quisitive's registered office address is suite 2200, HSBC Building, 885 West Georgia St., Vancouver, B.C., V6C 3E8. A copy of this press release may be obtained on Quisitive's SEDAR+ profile.

We seek Safe Harbor.

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