Quisitive Completes Sale of PayiQ
TORONTO, Jan. 29, 2024 (GLOBE NEWSWIRE) — Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft solutions provider and payments solutions provider, completed the previously announced sale of its LedgerPay, Inc. (“PayiQ”) subsidiary to Fulcrum IT Partners (“Fulcrum”), which includes the PayiQ cloud-enabled payment processing platform, operations and team, for aggregate consideration of up to US$45 million comprised of US$27 million of Fulcrum Shares (as defined below) and earn-out payments in cash of up to US$18 million based on PayiQ exceeding revenue growth (the “Transaction”). The details of the Transaction are set forth in a definitive share purchase agreement between the Company, a wholly-owned subsidiary of the Company, and a wholly-owned subsidiary of Fulcrum (“Fulcrum Payments”) dated November 28, 2023, as amended January 26, 2024, which will be available under the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.
The consideration for the sale of PayiQ consisted of the issuance of 27,000 preferred shares of Fulcrum Payments (the “Consideration Shares”) to Quisitive. The Consideration Shares shall have a right to receive a dividend on an annual basis equal to 4.0% of the value of the Consideration Shares, to be paid in kind. On the third anniversary of the effective date of the Transaction, the Consideration Shares shall be automatically converted into common shares of Fulcrum Payments (the “Fulcrum Shares”) with a value equal to US$1,000 per Consideration Share, provided that the Fulcrum Shares are listed and posted for trading on a recognized stock exchange in Canada or in the United States. If the Fulcrum Shares are not publicly traded at such time, Quisitive shall have the right to require Fulcrum to purchase all or a portion of the Consideration Shares for a purchase price equal to US$1,000 per Consideration Share, for aggregate consideration of up to US$27 million. Quisitive may also be entitled to additional contingent consideration in the form of performance earn-outs if PayiQ achieves certain financial thresholds during the three-year period following the closing of the Transaction. The amount of the earn-out is a maximum of US$18 million payable in cash based on PayiQ exceeding revenue growth targets.
The sale of the PayiQ platform offers several advantages to Quisitive. This move not only reduces the company’s annual capital expenditure by approximately US$12 million, but also allows Quisitive to redirect its efforts and resources more effectively to key strategic growth areas. The company aims to strengthen its position as a leading global partner of Microsoft, focusing on offering transformative solution services and upholding high standards of customer service. Specifically, Quisitive will intensify its efforts in crucial areas of its Cloud Solutions business. This includes expanding its recurring managed services and Industry Software as a Service (SaaS) offerings, as well as enhancing its capabilities in Microsoft’s artificial intelligence solutions including Azure OpenAI, and Microsoft’s CoPilot solutions. By strategically allocating investments in these growth-oriented segments of the Cloud Solutions business, Quisitive is set to enhance its customer value proposition, ultimately translating into heightened shareholder value.
About Quisitive:
Quisitive (TSXV: QUIS, OTCQX: QUISF) 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. Our Cloud Solutions business focuses on helping enterprises move, operate, and innovate in the three Microsoft clouds. For more information, visit www.Quisitive.com and follow @BeQuisitive on X (formerly known as Twitter).
About Fulcrum IT Partners
Fulcrum IT Partners is the parent company of an expanding portfolio of established and successful IT solution companies in the UK, Canada, and the U.S., with proven expertise in cybersecurity, cloud, consumption-based IT and managed services. Fulcrum is dedicated to using technology to deliver better business outcomes to vertically focused industries through its breadth of expertise and longstanding relationships with respected industry partners.
Quisitive Investor Contact
Matt Glover and John Yi
Gateway Investor Relations
quis@gateway-grp.com
949-574-3860
Tami Anders
Chief of Staff
tami.anders@quisitive.com
972.573.0995
Cautionary Note Regarding Forward Looking Information
This news release contains certain “forward‐looking information” and “forward‐looking statements” (collectively, “forward‐ looking statements”) within the meaning of applicable Canadian securities legislation regarding Quisitive and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward‐looking statements. Forward‐ looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. These forward-looking statements include, but are not limited to, statements relating to: the anticipated benefits of the Transaction to Quisitive and its shareholders; the future growth potential of the Company on a post-Transaction basis; and future financial performance.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the expected results from the completion of the Transaction; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the technology industry; unproven markets for the Company’s product offerings; lack of regulation and customer protection; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; foreign currency trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; changes in project parameters as plans continue to be evaluated; and those factors described under the heading “Risks Factors” in the Company’s annual information form dated May 23, 2023 available on SEDAR+ at www.sedarplus.ca. Although the forward-looking statements contained in this news release are based upon what management of the Company believes, or believed at the time, to be reasonable assumptions, the Company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
Neither the TSX Venture Exchange nor its Regulation Services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
