Mr. Wade Dawe reports
COMPUTACENTER PLC TO PURCHASE PIVOT TECHNOLOGY SOLUTIONS, INC. FOR $2.60 PER SHARE
Pivot Technology Solutions Inc. has entered into an agreement with Computacenter PLC and 1264283 B.C. Ltd., a wholly owned subsidiary of Computacenter, pursuant to which 1264283 B.C. will acquire all of the outstanding common shares of Pivot for consideration consisting of $2.60 cash per common share, for an equity value of approximately $105.8-million. The $2.60 price per share represents a 40.5-per-cent premium to Pivot's closing share price of $1.85 on Sept. 8, 2020, the last trading day before announcement of the transaction and a 36.0-per-cent premium to Pivot's 20-day volume-weighted average share price of $1.91 to Sept. 8, 2020.
Rationale for the transaction
The proposed transaction provides Pivot shareholders with significant value from a financially strong counterparty. The premium to historical market prices offered to shareholders reflects Pivot's growth objectives and the value Pivot will bring to Computacenter.
"We are pleased to announce this agreement with Computacenter," said Wade Dawe, chairman of the Pivot board of directors. "After careful consideration, the Pivot board believes that this transaction is in the best interest of the company and is fair to its shareholders. This all-cash offer at a premium share price is an opportunity for shareholders to receive substantial and immediate value from their investment in Pivot."
"Computacenter's strong U.S. and global organization, along with its robust and industry-leading services portfolio, make it a great fit for Pivot's U.S. and Canadian businesses," said Kevin Shank, Pivot president and chief executive officer. "The merging of the U.S. businesses allows us to scale the organization and better support our existing and new clients. We believe that Computacenter offers a secure long-term future for our businesses and an exciting opportunity for our people," Mr. Shank added.
"We are pleased with our progress in the U.S., including the acquisition of Fusionstorm in 2018. The acquisition of Pivot represents an opportunity to increase our scale, geographic footprint and capabilities in the U.S. Additionally, Canada expands our total market opportunity and helps us meet the needs of international customers. The businesses are a good fit and the combination gives us the opportunity to enable the long-term success of customers, partners and people from both teams," said Mike Norris, Computacenter group chief executive officer.
The transaction will be completed by way of a statutory plan of arrangement pursuant to the Business Corporations Act (Ontario). Upon receipt of the unanimous recommendation of the special committee of independent directors, the Pivot board approved the transaction and has resolved to recommend that Pivot shareholders vote in favour of the transaction at a special meeting of shareholders to approve the transaction. Raymond James Ltd. has provided an opinion to the Pivot board of directors and special committee that, as of Sept. 8, 2020, the consideration to be received by Pivot shareholders is fair, from a financial point of view, to Pivot's shareholders.
Completion of the transaction is subject to customary closing conditions, including Ontario court approvals, a favourable vote of at least two-thirds of the votes cast by Pivot shareholders and certain third party approvals.
In connection with the execution of the arrangement agreement, Pivot's executive officers and directors have entered into agreements pursuant to which they have agreed, among other things, that they will vote all of the Pivot common shares they own or exercise control over (representing 7.69 per cent of the outstanding number of common shares) in favour of the transaction, unless the arrangement agreement is terminated in certain circumstances or the transaction is not completed by Dec. 31, 2020, or earlier in the case of certain shares.
The arrangement agreement includes customary non-solicitation provisions applicable to Pivot and provides for the payment of a $2-million termination fee to 1264283 B.C. Ltd. if the transaction is terminated in certain circumstances.
Pivot will seek approval for the transaction from its shareholders at a special meeting to be held on Oct. 23, 2020. In connection with the meeting, Pivot will mail an information circular to its shareholders providing further details of the transaction.
Assuming timely receipt of all necessary court, shareholder and third party approvals and the satisfaction of all other conditions, closing of the transaction is expected to occur in early November, 2020.
Raymond James Ltd. is acting as financial adviser to Pivot and Borden Ladner Gervais LLP is acting as legal counsel to Pivot.
Computacenter is supported by Obair Partners on this transaction; Linklaters LLP and McCarthy Tetrault LLP are acting as legal counsel to both Computacenter and 1264283 B.C. Ltd.
About Pivot Technology Solutions Inc.
Pivot is an industry-leading information technology services and solutions provider to many of the world's most successful companies, including members of the Fortune 1000, as well as governments and educational institutions. By leveraging its extensive OEM (original equipment manufacturer) partnerships and its own fulfilment, professional, deployment, work force and managed services, Pivot supports the IT infrastructure needs of its clients.
Computacenter is a leading independent technology partner, trusted by large corporate and public sector organizations. It helps its customers to source, transform and manage their IT (information technology) infrastructure to deliver digital transformation, enabling users and their business.
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