An anonymous director reports

CONVERGE ANNOUNCES FILING AND MAILING OF MANAGEMENT INFORMATION CIRCULAR IN CONNECTION WITH ITS SPECIAL MEETING OF SHAREHOLDERS TO APPROVE THE ACQUISITION BY H.I.G. CAPITAL

Converge Technology Solutions Corp. has filed its management information circular in connection with the company's coming special meeting of the holders of common shares of Converge, now available under Converge's profile on SEDAR+, as well as on the company's website. The mailing of the circular and related materials for the meeting, to shareholders, has also commenced.

Further, the company announced today that the Ontario Superior Court of Justice (commercial list) has issued an interim order in connection with the arrangement (as defined below), authorizing the calling and holding of the meeting and other matters related to the conduct of the meeting. The company also announced that the waiting period applicable to the arrangement (as defined below) under the Hart-Scott Rodino Antitrust Improvements Act of 1976 (United States) has expired. The expiration of the waiting period under the HSR Act satisfies one of the conditions necessary for completion of the arrangement.

The arrangement and meeting details

On Feb. 6, 2025, the company entered into an arrangement agreement with 16728421 Canada Inc. (the purchaser), an affiliate of HIG Capital, in respect of a proposed statutory plan of arrangement under the Canada Business Corporations Act under which, among other things, the purchaser will acquire all of the outstanding shares for cash consideration of $5.50 per share other than certain shares held by certain shareholders who entered into rollover equity agreements. The consideration values the company at an enterprise value of approximately $1.3-billion. At the meeting, shareholders will be asked to vote on a special resolution to approve the arrangement.

Converge will hold the meeting on April 10, 2025, at 11 a.m. Toronto time, in a virtual-only meeting format, on-line, with the ability for participation electronically in the virtual meeting as explained further in the circular. Only shareholders of record as of the close of business on March 10, 2025, are entitled to receive notice of, attend, participate and vote at the meeting. The arrangement is expected to be completed on or about April 17, 2025.

The board of directors of Converge unanimously (with an interested director abstaining) recommends that shareholders vote for the arrangement resolution.

Reasons for the arrangement and board recommendation

In the course of its evaluation of the arrangement, a special committee of the board of directors of Converge, composed of independent directors of the company, and the board consulted with the company's legal counsel, the special committee's and the company's respective financial advisers, and the company's management, and considered a number of factors, including, among others, the following:

• Significant premium: The consideration represents a premium of approximately 56 per cent to the closing price of the shares on the Toronto Stock Exchange on Feb. 6, 2025, and a premium of approximately 57 per cent to the company's 30-day volume-weighted average price of the shares on the TSX for the period ending on Feb. 6, 2025, the last trading day prior to the announcement of the arrangement.
• Certainty and immediate liquidity: The consideration provides certainty, immediate value and liquidity to the shareholders (other than the rollover shareholders) while eliminating the effect on the shareholders of any further dilution, long-term business and execution risk or to financial markets or economic conditions.
• Other available alternatives: The special committee and the board believe the arrangement is an attractive proposition for the shareholders relative to the status quo and other alternatives reasonably available to the company, taking into account the current and anticipated opportunities, risks and uncertainties associated with the company's business, affairs, operations, industry and prospects, including the execution risks associated with its stand-alone strategic plan, the company's competitive position, the current and anticipated macroeconomic and political environment, the current and anticipated risks with Canadian equity markets, and the sensitivity of the technology solution provider sector to trends impacting key technology partners and vendors. There is no assurance that the continued operation of the company under its current business model and pursuit of future business plan would yield equivalent or greater value for all shareholders compared with that available under the arrangement.
• Result of a comprehensive process: Under the supervision of the board and the special committee and guidance of its financial advisers, a broad group of potential counterparties were contacted since the beginning of the initial strategic review process in 2022, including global strategic parties and financial sponsors with a focus on the information technology service/solution industry. This ultimately resulted in four parties actively participating in the most recent stage of the process, and three submitting offers and subsequent revised offers. None of the other parties offered to transact at a competitive level to the consideration and deal terms proposed in the arrangement.
• Negotiated arrangement: The arrangement agreement is the result of a comprehensive negotiation process with HIG that was undertaken by the company and its legal and financial advisers with the oversight and participation of the special committee and the board. The arrangement agreement includes terms and conditions that are reasonable in the judgment of the special committee and the board with the advice of the company's legal and financial advisers, including customary fiduciary-out rights that would enable the company to enter into a superior proposal in certain circumstances.

Additional details with respect to the arrangement and the reasons for the unanimous recommendation of the board and special committee, as well as its potential benefits and risks, are described in the circular.

Shareholders are encouraged to read the circular in its entirety and vote their shares as soon as possible ahead of the proxy voting deadline on Tuesday, April 8, 2025, at 11 a.m. Toronto time.

Shareholder questions

Shareholders who have any questions or require assistance with voting may contact Laurel Hill Advisory Group, Converge's proxy solicitation agent and shareholder communications adviser.

Laurel Hill Advisory Group

Toll-free:  1-877-452-7184 (for shareholders in North America)

International:  1-416-304-0211 (for shareholders outside of Canada and the United States)

By e-mail:  assistance@laurelhill.com

About Converge Technology Solutions Corp.

Converge is reimagining the way businesses think about information technology -- a vision driven by people, for people. Since 2017, it has been focused on delivering outcome-driven solutions that tackle human-centred challenges. As a service-led, software-enabled, IT and cloud solution provider, it combines deep expertise, local connections and global resources to deliver industry-leading solutions.

Through advanced analytics, artificial intelligence, cloud platforms, cybersecurity, digital infrastructure and workplace transformation, it empowers businesses across industries to innovate, streamline operations and achieve meaningful results. Its AIM (advise, implement, manage) methodology ensures solutions are tailored to customers' specific needs, aligning with existing systems to drive success without complexity.

Discover IT reimagined with Converge -- where innovation meets people.

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