05:42:21 EDT Sun 19 May 2024
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Quisitive dissidents want total control without paying

2023-10-02 17:17 ET - News Release

Mr. Mike Reinhart reports

QUISITIVE ACKNOWLEDGES ANNOUNCEMENT OF SHAREHOLDER INTENTION TO REQUISITION MEETING

Quisitive Technology Solutions Inc. acknowledges the announcement made by certain shareholders, including Shawn Skelton, Elmcore Group Inc. (care of Felix Danciu), Jason Hardy and Scott Hardy, that they intend to requisition a special meeting of the company's shareholders.

Quisitive cautions all shareholders that it has not yet received any formal requisition for a special meeting from the dissident shareholders. However, the announcement by the dissident shareholders indicates that such requisition will be to consider the replacement of three of the five current members of the board of directors of the company. To be successful, the dissident shareholders will require the approval of a special majority of two-thirds of the votes cast at the special meeting.

The company also announces that it has a special committee composed of independent directors and the special committee will supervise the process to ensure that any action taken regarding the dissident shareholders' concerns is in the best interests of the company. The special committee has also engaged William Blair & Company, LLC as financial adviser to assist in its review of strategic alternatives available to the company.

Both the company and the board remain committed to constructive dialogue and engagement with all shareholders. The company has repeatedly tried to engage the dissident shareholders in a constructive dialogue about the best interests of the company since they were first made aware of their concerns on Sept. 15, 2023. However, the dissident shareholders have refused to engage in any meaningful discussions and have instead demanded control of the board. The dissident shareholders rely upon their own unwillingness to engage in meaningful discussions to support a claim of entrenchment. The board wishes to clarify that such a claim is categorically false. The board had advised that all strategic directions would be considered in the context of a discussion, if the dissident shareholders will show up to talk; they have not.

The company cautions that the dissident shareholders appear to be seeking a change of control of the company without compensating the majority of shareholders. The dissident shareholders acknowledge that they have the support of only 33 per cent of shareholders, yet have demanded an absolute majority of directors be appointed by them immediately. In the context of their refusal to entertain discussions to date, their demand appears to be a hollow takeover attempt without paying a control premium to the balance of shareholders.

The directors proposed by the dissident shareholders to date have raised questions of independence (as most would fail the independence tests in securities law) and expertise (as the adequate expertise to support the board's audit committee is in question). However, the dissident shareholders have not shown up to talk, so the company has been unable to assess their ability or interest in addressing these fundamental matters of corporate governance.

Shareholders of the company are warned that the dissident shareholders have made a number of misleading and inaccurate statements that could undermine the company's share price. shareholders should disregard such statements. The board, with the oversight of the special committee, is committed to pursuing the best interests of the company and will respond appropriately to such misleading and inaccurate statements in due course.

About Quisitive Technology Solutions Inc.

Quisitive is a premier global Microsoft partner that harnesses the Microsoft cloud platform and complementary technologies, including custom solutions and first-party offerings, to generate transformational impact for enterprise customers. The company's cloud solutions business focuses on helping enterprises move, operate and innovate in the three Microsoft clouds. The company's payments solutions division leverages the PayiQ platform powered by Microsoft Azure to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from 17 employee hubs across the world.

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