Ackroo to Hold Annual and Special Meeting for the Sale of Ackroo to Paystone on February 24, 2025
Ackroo confirms meeting date, Paystone financing, change to outside date and files meeting materials
HAMILTON, Ontario, Feb. 03, 2025 (GLOBE NEWSWIRE) — Ackroo Inc. (TSX-V: AKR; OTC: AKRFF) (the “Company” or “Ackroo”), a gift card, loyalty marketing, payments and point-of-sale technology consolidator and services provider, is pleased to announce its annual general and special meeting (the “Meeting”) for the shareholders of the Company (the “Shareholders”) to consider and approve the sale of Ackroo to Paystone Inc. (“Paystone”) will take place on February 24, 2025 at 10:00 p.m. (Eastern Time). Since the announcement of signing the arrangement agreement among the Company, Paystone and a subsidiary of Paystone, Atom Growth Inc. dated December 12, 2024 (as may be amended, supplemented or otherwise modified from time to time, the “Arrangement Agreement”) (please see news release dated December 13, 2024), Paystone has secured a formal commitment letter for financing through its banking partners and, in turn, Ackroo has sent out the management information circular dated January 24, 2025 (the “Circular”), and related materials, to the Shareholders with full details pertaining to the Arrangement (as defined below), as well as other matters to be considered at the Meeting. The Meeting will be held in-person at 1250 South Service Road, Unit A3-1 (3rd Floor), Stoney Creek, Ontario, Canada. Management will be available to answer questions regarding the ongoing business of the Company, and interested Shareholders are invited to attend.
At the Meeting, Shareholders will be asked to consider and vote on, among other things, a special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement pursuant to section 192 of the Canada Business Corporations Act (the “Arrangement”), subject to the terms and conditions of the Arrangement Agreement. For the Arrangement to become effective, the Arrangement Resolution must first be approved at the Meeting by the affirmative vote of (i) at least two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Shareholders, and (ii) a majority (50% + 1) of the votes cast on the Arrangement Resolution by Shareholders, excluding the votes cast in respect of shares held by certain interested or related parties or joint actors of Ackroo in accordance with the minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Board of Directors of Ackroo unanimously recommends that the Shareholders vote FOR the Arrangement Resolution.
At the Meeting, Shareholders will also be asked to consider and pass resolutions appointing the auditor of the Company, setting the number of directors and electing the directors of the Company for the ensuing year and approving the Company’s security-based compensation plan.
Mailing of the Circular and related Meeting materials has commenced and Shareholders should receive them shortly. All of the Meeting materials can be downloaded from Ackroo’s website at www.ackroo.com and also from Ackroo’s issuer profile on SEDAR+ at www.sedarplus.ca.
Receipt of Interim Order
The Company is also pleased to announce that the Ontario Superior Court of Justice (Commercial List) (the “Court”) has granted an interim order dated December 20, 2024, providing for the calling and holding of the Meeting and other procedural matters relating to the Arrangement. Completion of the Arrangement remains subject to, among other things, the approval of the Arrangement Resolution at the Meeting, applicable regulatory approvals, including approval of the TSX Venture Exchange, receipt of the final order of the Court for the Arrangement.
Outside Date for the Arrangement
The Company also announces that it, Paystone and Atom Growth Inc. have entered into an amending agreement dated February 3rd, 2025 to amend the Arrangement Agreement to, among other things, extend the outside date for the completion of the Arrangement to March 31, 2025.
About Paystone
Paystone is a leading North American payment and software company redefining the way merchants engage their customers and grow their businesses. The company’s suite of automated payment processing, customer loyalty programs, gift card solutions, and reputation marketing software is used at over 35,000 merchant locations across Canada and the United States which collectively process over 10 billion dollars a year in bankcard volume. The fintech company employs over 150 employees and serves as the technology partner of choice for hundreds of partners across North America.
About Ackroo
As an industry consolidator, Ackroo acquires, integrates and manages gift card, loyalty marketing, payment and point-of-sale solutions used by merchants of all sizes. Ackroo’s self-serve, data driven, cloud-based marketing platform helps merchants in-store and online process and manage loyalty, gift card and promotional transactions at the point of sale. Ackroo’s acquisition of payment ISO’s affords Ackroo the ability to resell payment processing solutions to their growing merchant base through some of the world’s largest payment technology and service providers. As a third revenue stream Ackroo has acquired certain custom software products including hybrid management and point-of-sale solutions that help manage and optimize the general operations for niche industry’s including automotive dealers and more. All solutions are focused on helping to consolidate, simplify and improve the merchant marketing, payments and point-of sale ecosystem for their clients. Ackroo is headquartered in Hamilton, Ontario, Canada. For more information, visit: www.ackroo.com.
For further information, please contact:
Steve Levely
Chief Executive Officer | Ackroo
Tel: 416-360-5619 x730
Email: slevely@ackroo.com
The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This release contains forecasts and forward-looking statements that are not guarantees of future performance and activities and are subject to risks and uncertainties. The Company has based these forward-looking statements on assumptions and assessments made by its management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, but are not limited to: the possibility that the Arrangement will not be completed on the terms and conditions or timing currently contemplated, or at all, due to a failure to obtain, in a timely manner or otherwise, required Shareholder, Court and regulatory approvals, including the approval of the TSX Venture Exchange, the failure to satisfy other conditions of closing or other circumstances contemplated by the Arrangement Agreement; the possibility of adverse reactions or changes in business relationships resulting from the announcement, completion or termination of the Arrangement Agreement which could have a material impact on the Company’s business and financial condition during the period prior to the closing of the Arrangement and upon any termination of the Arrangement Agreement; the Company’s ability to raise enough capital to support the Company’s go forward plans; the overall global economic environment; the impact of competition and new technologies; general market, political and economic conditions in the countries in which the Company operates; projected capital expenditures and liquidity; changes in the Company’s strategy; government regulations and approvals; changes in customers’ budgeting priorities; plus other factors that may arise.
Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) the ability to secure the required Shareholder or Court approvals; (ii) the occurrence of a “Material Adverse Effect” (as defined in the Arrangement Agreement) or the failure to satisfy any other closing conditions in favour of Paystone provided for in the Arrangement Agreement, which condition is not waived by Paystone; and (iii) Paystone’s ability to complete the debt financing sufficient to satisfy the consideration payable pursuant to the Arrangement Agreement. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances.
Any forward-looking statements in this press release are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
