VersaPay Corporation Mails Special Meeting Materials in Connection with Proposed Arrangement with an Affiliate of Great Hill Partners
VersaPay Corporation (TSXV:VPY.VN) (the "Company" or "VersaPay"), a leading provider of cloud-based invoice-to-cash solutions including electronic invoice presentment and payment, automated accounts receivable, cash application and collections management, announced today that it has commenced mailing materials to the shareholders of VersaPay (the "Shareholders"), including the management information circular of the Company dated January 15, 2020 (the "Circular"), for the special meeting of VersaPay Shareholders (the "Meeting") to be held on February 14, 2020 in connection with the proposed acquisition by 1233518 B.C. Ltd. (the "Purchaser"), an affiliate of Great Hill Partners ("Great Hill"), of all of the issued and outstanding common shares of the Company ("VersaPay Shares") by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement") previously announced on December 13, 2019.
Materials for the Meeting, including the Circular, are available on SEDAR at www.sedar.com and are available on the Company's website at www.versapay.com.
Under the Arrangement, each Shareholder will receive cash consideration of $2.70 for each VersaPay Share held (the "Consideration"). The Consideration represents a 47.5% premium to the closing price of the VersaPay Shares on the TSX Venture Exchange (the "TSXV") on December 12, 2019, the last trading day prior to the announcement of the Arrangement, and a 64.5% premium to the volume weighted average price of the VersaPay Shares on the TSXV over the 30 trading days prior to December 12, 2019.
The board of directors of the Company (the "Board"), after consulting with its financial and legal advisors, and after considering, among other things, the unanimous recommendation of the special committee of the (the "Special Committee") and the fairness opinion of Capital Canada Limited, unanimously determined that the Arrangement is in the best interests of VersaPay and fair to the Shareholders, and unanimously recommends that Shareholders vote in favour of the Arrangement. The Board and the Special Committee, in unanimously determining that the Arrangement is in the best interests of the Company and fair to the Shareholders, and in making their respective recommendations, considered and relied upon a number of factors, including, among others, the following:
-- Premium to Market Price - The Consideration represents a 47.5% premium to the closing price of the VersaPay Shares on the TSXV on December 12, 2019, the last trading day prior to the announcement of the Arrangement, and a 64% premium to the volume weighted average price of the VersaPay Shares on the TSXV over the 30 trading days prior to December 12, 2019. -- Form of Consideration - The form of Consideration to be paid to Shareholders pursuant to the Arrangement is all cash, which provides certainty of value and immediate liquidity to Shareholders. -- Credibility of Great Hill - Great Hill's commitment, credit worthiness and record of completing transactions and anticipated ability to complete the Arrangement and the fact that the Purchaser's obligation to pay the Consideration and other payments required to be made by the Purchaser pursuant to the arrangement agreement between the Purchaser and the Company in respect of the Arrangement will backed by an equity commitment letter from a fund managed by Great Hill.
The Board UNANIMOUSLY recommends that Shareholders vote FOR the Arrangement
Your vote is important regardless of the number of VersaPay Shares you own. As a Shareholder, it is very important that you read the Circular and related materials with respect to the Meeting carefully and then vote your VersaPay Shares. You are eligible to vote your VersaPay Shares if you were a Shareholder of record at the close of business on January 8, 2020.
The Meeting will be held on Friday, February 14, 2020 at 10:00 a.m. (Toronto Time), at the offices of Cassels Brock & Blackwell LLP, Suite 2100, Scotia Plaza, 40 King Street West, Toronto, Ontario.
At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass a special resolution approving the Arrangement. The Circular contains a detailed description of the Arrangement, as well as certain additional information relating to VersaPay. If the requisite Shareholder approval is obtained at the Meeting and if the other conditions to the Arrangement becoming effective are satisfied or waived, it is expected that the Arrangement will be completed on or about February 21, 2020.
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY
Shareholder Questions and Assistance
If you have any questions or require assistance voting your VersaPay Shares, please contact our proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or outside North America at +1 416 304-0211, or by e-mail at email@example.com.
About Great Hill
Great Hill Partners is a Boston-based private equity firm targeting investments of US$25 million to US$500 million in high-growth companies across the consumer, digital infrastructure, financial technology, healthcare, and software sectors. Over the past two decades, Great Hill has raised nearly US$8 billion of commitments and invested in more than 75 companies, establishing an extensive track record of building long-term partnerships with entrepreneurs and providing flexible resources to help middle-market companies scale. For more information, visit www.greathillpartners.com.
About VersaPay Corporation
VersaPay is a Fintech company and leading provider of cloud-based invoice-to-cash solutions, enabling businesses to provide a superior customer experience, get paid faster, streamline financial operations, and dramatically reduce DSO and costs. VersaPay ARC is the first platform to provide Customer-Centric ARÔ with a customer self-service environment to view invoices online, collaborate on inquiries and disputes, and facilitate secure online payments (EFT/ACH and credit card). Businesses gain access to a suite of powerful tools that enable efficient collections, cash application and real-time insight into accounts receivable. VersaPay ARC automatically reconciles payments and account information through integrations with a wide range of ERPs and accounting software providers.
More information about VersaPay is available at www.versapay.com or under the Company's profile on SEDAR at www.sedar.com.
Forward Looking and Other Cautionary Statements
This press release contains "forward-looking information" which may include, but is not limited to, statements with respect to the Meeting and the completion of the Arrangement, including expected timing, and statements with respect to the anticipated benefits of the Arrangement to VersaPay and the Shareholders. Generally, forward-looking information can be identified by the use of terminology such as "anticipates", "believes", "expects", "plans", "intends", "estimates", "schedules", "forecasts", "budgets", "proposes", or variations or comparable language of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will", "occur" or "be achieved" or the negative connotation thereof.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue or incorrect, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. Readers should not place undue reliance on forward-looking information. Factors that could cause actual results to differ materially from any forward-looking information include, but are not limited to, the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons, the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement, and changes in equity markets. Specific reference is made to the "Risk Factors" section of the Circular which is available on SEDAR at www.sedar.com for a discussion of some of the factors and risks underlying forward-looking information. All of the forward-looking information in this news release is qualified by these cautionary statements and are made as of the date hereof. The Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE VersaPay Corporation
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SOURCE: VersaPay Corporation
John McLeod, Chief Marketing Officer, VersaPay Corporation, 647-258-9406, firstname.lastname@example.org; Babak Pedram, Investor Relations, Virtus Advisory Group Inc., 416-644-5081, email@example.com; Charlyn Lusk, Managing Director, Stanton Public Relations & Marketing, (646) 502-3549, firstname.lastname@example.org