Independent Proxy Advisory Firms Recommend Quisitive Shareholders Vote for the Proposed Acquisition by H.I.G. Capital

TORONTO, Feb. 20, 2025 (GLOBE NEWSWIRE) — Quisitive Technology Solutions, Inc. (“Quisitive” or the “Company”) (TSXV: QUIS; OTCQX: QUISF) is pleased to announce that two leading independent proxy advisory firms, including Institutional Shareholder Services Inc. (“ISS”), have recommended that holders (the “Shareholders”) of common shares of Quisitive (the “Shares”) vote “FOR” the resolution approving the proposed acquisition of Quisitive by an affiliate of funds managed by H.I.G. Capital, LLC pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).

The ISS report states that, among other things, “the offer represents a meaningful premium to the unaffected price, the special committee appears to have run a robust process…As such, support for the proposal is warranted.” The ISS report highlighted that the offer of C$0.57 in cash per Share represents a significant 52% premium to the unaffected closing price of the Shares and that the Arrangement is the result of an extensive and rigorous sales process.

Quisitive Board and Special Committee Recommendations

The board of directors of Quisitive (the “Board”) (excluding an interested director) and the special committee of the Board unanimously recommend that Shareholders vote “FOR” the Arrangement.

Full details of the proposed Arrangement, including voting instructions, are set out in the Company’s management information circular dated January 28, 2025 (the “Circular”) and related proxy materials in respect of the upcoming special meeting of Shareholders (the “Meeting”), which are filed under the Quisitive’s profile on SEDAR+ (https://www.sedarplus.ca) as well as on Quisitive website at https://quisitive.com/special-meeting-vote/.

Vote Today

Shareholders are encouraged to read the Circular and vote well in advance of the proxy voting deadline of 10:00 a.m. (Toronto time) on February 26, 2025.

Meeting Details

The virtual Meeting will be held on February 28, 2025, at 10:00 a.m. (Toronto time) via audio webcast at https://www.meetnow.global/MX6W2PF.

Shareholder Questions & Voting Assistance

Shareholders who have questions about voting their Shares or require assistance may contact Laurel Hill Advisory Group, Quisitive’s proxy solicitation agent and Shareholder communications advisor, as follows:

Laurel Hill Advisory Group
Toll Free: 1-877-452-7184 (for Shareholders in North America)
International: +1 416-304-0211 (for Shareholders outside Canada and the US)
By Email: assistance@laurelhill.com

About Quisitive Technology Solutions, Inc.

Quisitive is a premier, global Microsoft partner leveraging the power of the Microsoft cloud platform and artificial intelligence, alongside custom and proprietary technologies, to drive transformative outcomes for its customers. The Company focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate, and thrive in the era of AI. For more information, visit www.quisitive.com and follow @BeQuisitive.

For additional information, please contact:

Tami Anders
Chief of Staff
tami.anders@quisitive.com
972-573-0995

Forward-Looking Statements

Certain statements included in this press release may constitute “forward-looking statements” within the meaning of applicable Canadian securities legislation. More particularly and without limitation, this press release contains forward-looking statements and information regarding, among other things, the impact of the Arrangement and expected benefits to Shareholders and the anticipated Meeting date. Except as may be required by Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements, by their very nature, are subject to numerous risks and uncertainties and are based on several assumptions which give rise to the possibility that actual results could differ materially from the Company’s expectations expressed in or implied by such forward-looking statements and that the objectives, plans, strategic priorities and business outlook may not be achieved. As a result, the Company cannot guarantee that any forward-looking statements will materialize, or if any of them do, what benefits the Company will derive from them.

In respect of forward-looking statements and information concerning the anticipated benefits and completion of the Arrangement, the Company has provided such statements and information in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the ability of the parties to receive, in a timely manner and on satisfactory terms, the necessary regulatory, court, stock exchange and Shareholder approvals; the ability of the parties to satisfy, in a timely manner, the other conditions for the completion of the Arrangement, and other expectations and assumptions concerning the proposed Arrangement. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct, that the proposed Arrangement will be completed or that it will be completed on the proposed terms and conditions. Accordingly, investors and others are cautioned that undue reliance should not be placed on any forward-looking statements.

Risks and uncertainties inherent in the nature of the proposed Arrangement include, without limitation, the failure of the parties to obtain the necessary Shareholder, regulatory, stock exchange and court approvals or to otherwise satisfy the conditions for the completion of the Arrangement; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; the purchaser’s ability to complete the anticipated debt and equity financing as contemplated by applicable commitment letters or to otherwise secure favourable terms for alternative financing in connection with the Arrangement; significant transaction costs or unknown liabilities; the ability of the Board to consider and approve, subject to compliance by the Company with its obligations under the arrangement agreement entered into in connection with the Arrangement, as amended, a superior proposal for the Company; the failure to realize the expected benefits of the Arrangement; and general economic conditions. Failure to obtain the necessary Shareholder, regulatory, stock exchange and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and the Company continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by the Company to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. The Company does not intend, and disclaims any obligation, except as required by law, to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

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 press release.