Mr. Robert Munro reports

SHIFT4 TO ACQUIRE GIVEX IN ALL-CASH TRANSACTION VALUED AT C$200 MILLION

Givex Corp. 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 Business Corporations Act (Ontario). Under the terms of the arrangement agreement, holders of Givex shares will receive $1.50 in cash for each Givex share held, which implies an aggregate equity value for Givex of approximately $200-million, on a fully diluted, in-the-money, treasury method basis. The consideration represents a 64-per-cent premium to the 20-day volume-weighted average price (VWAP) of the Givex shares on the Toronto Stock Exchange for the period ended Aug. 23, 2024, the last trading day prior to the announcement of the transaction.

"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," said Don Gray, chief executive officer of Givex. "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."

"Givex has a considerable footprint around the world, which will dramatically increase Shift4's overall customer base," stated Shift4 president Taylor Lauber. "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."

Transaction highlights

• The consideration represents premiums of: (i) 64 per cent over the 20-day VWAP of the Givex shares on the Toronto Stock Exchange for the period ended Aug. 23, 2024; and (ii) 55 per cent over the closing price of the Givex shares on Aug. 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 with the uncertainties of remaining a Givex shareholder;
• Givex's board of directors, after receiving a unanimous recommendation from a special committee comprising 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 per cent 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;
• The transaction is subject to customary closing conditions, including the approval of Givex shareholders; the consideration will be financed by Shift4's existing cash on hand.

Transaction details

Under the terms of the transaction, holders of Givex shares will receive $1.50 in cash for each Givex share held. Each in-the-money option and warrant of the company outstanding 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), present in person or by proxy at the company meeting.

Under the arrangement agreement, each of Givex and Shift4 has 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. Givex has also granted Shift4 a right to match any superior proposal for a period of five business days and will pay a termination fee of $7.75-million to Shift4 if the arrangement agreement is terminated under certain circumstances.

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.

Canaccord Genuity provided a fairness opinion to the special committee and board, to the effect that, subject to the assumptions, limitations and qualifications set out in such opinion and such other matters as Canaccord Genuity considered relevant, Canaccord Genuity is of the opinion that, as of the date of such opinion, the consideration to be received by Givex shareholders pursuant to the arrangement agreement is fair, from a financial point of view, to Givex shareholders (other than any shareholders and their respective affiliates required to be excluded pursuant to MI 61-101). A copy of the fairness opinion and a description of the various factors considered by the board in their determination to approve the transaction as well as other relevant background information will be included in the information circular to be mailed to Givex shareholders in advance of the company meeting to vote on the plan of arrangement. The company meeting is expected to occur in early November, 2024, and it is currently anticipated that, subject to the satisfaction of closing conditions, the transaction will be completed in November, 2024. Copies of the information circular, the arrangement agreement, the plan of arrangement, and the voting support agreements will be filed with the applicable securities regulators and will be available on the company's SEDAR+ profile.

Following closing, it is expected that the Givex shares will be delisted from the TSX and that Givex will apply to cease to be a reporting issuer under applicable Canadian securities laws.

Advisers

Canaccord Genuity acted as exclusive financial adviser and Wildeboer Dellelce LLP acted as legal counsel to Givex. Torys LLP acted as legal counsel to the special committee.

Goldman Sachs & Co. LLC acted as exclusive financial adviser and Bennett Jones LLP acted as legal counsel to Shift4.

About Givex Corp.

Since 1999, Givex has provided technology solutions that unleash the full potential of engagement, creating and cultivating powerful connections that unite brands and customers. With a global footprint of 132,000+ active locations across more than 100 countries, Givex unleashes strategic insights, empowering brands through reliable technology and exceptional support. Givex's integrated end-to-end management solution provides gift cards, GivexPOS, loyalty programs and more, creating growth opportunities for businesses of all sizes and industries.

About Shift4 Payments Inc.

Shift4 is boldly redefining commerce by simplifying complex payments ecosystems across the world. As the leader in commerce-enabling technology, Shift4 powers billions of transactions annually for hundreds of thousands of businesses in virtually every industry.

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