VersaPay Shareholders Overwhelmingly Approve Proposed Arrangement With An Affiliate of Great Hill Partners
TORONTO, Feb. 14, 2020 /PRNewswire/ - VersaPay Corporation (TSXV: VPY) (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, is pleased to announce that at a special meeting of its shareholders (the “Meeting”) held today, its shareholders (“Shareholders”) overwhelmingly approved the proposed acquisition by 1233518 B.C. Ltd., an affiliate of Great Hill Partners, 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”). Pursuant to the Arrangement, each Shareholder will receive cash consideration of C$2.70 for each VersaPay Share held.
Of the votes cast at the Meeting, a total of 25,221,117 VersaPay Shares were voted in favour of the Arrangement, representing approximately 99.90% of the votes cast on the special resolution approving the Arrangement. In addition, a total of 24,315,917 VersaPay Shares, representing approximately 99.89% of the votes cast on the special resolution approving the Arrangement, excluding votes cast by Shareholders whose votes were required to be excluded pursuant to MI 61-101 – Protection of Minority Shareholders in Special Transactions, were voted in favour of the Arrangement. The Shareholders who participated in the vote represented approximately 57.39% and 55.33%, respectively, of all issued and outstanding VersaPay Shares entitled to vote on the special resolution approving the Arrangement.
VersaPay intends to seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the proposed Arrangement at a hearing expected to be held on February 20, 2020. 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.
Following closing of the Arrangement, the VersaPay Shares will be delisted from the TSX Venture Exchange (“TSXV”).
Further details regarding the Arrangement are set out in the management information circular of VersaPay dated January 15, 2020 (the “Circular”), which is available at www.versapay.com or under the Company’s profile on SEDAR at www.sedar.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 $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 AR™ 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.
FORWARD LOOKING INFORMATION
This press release contains “forward-looking information” which may include, but is not limited to, statements with respect to the completion of the Arrangement, including expected timing. 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, 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 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.
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SOURCE VersaPay Corporation