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Consideration of C$1.50 per share, representing a 64% premium to Givex's 20-day VWAP
All-cash Transaction provides immediate liquidity and certainty of value to Givex Shareholders
Givex's Board and Special Committee have unanimously approved the Transaction
Givex's directors, executive officers and significant shareholders, which together represent 57.4% of the Givex Shares outstanding, have entered into voting support agreements in favour of the Transaction
TORONTO, Aug. 26, 2024 /PRNewswire/ - Givex Corp. (TSX:GIVX) (OTCQX:GIVXF) – ("Givex" or the "Company") announced today that it has entered into a definitive arrangement agreement ("Arrangement Agreement") with Shift4 Payments, Inc. ("Shift4") pursuant to which Shift4 has agreed to acquire all of the issued and outstanding shares of Givex ("Givex Shares"), by way of a statutory plan of arrangement ("Plan of Arrangement") under the Business Corporations Act (Ontario) ("Transaction"). Under the terms of the Arrangement Agreement, holders of Givex Shares ("Givex Shareholders") will receive C$1.50 in cash for each Givex Share held ("Consideration"), which implies an aggregate equity value for Givex of approximately C$200 million, on a fully diluted, in-the-money, treasury method basis. The Consideration represents a 64% premium to the 20-day volume-weighted average price ("VWAP") of the Givex Shares on the Toronto Stock Exchange ("TSX") for the period ended August 23, 2024, the last trading day prior to the announcement of the Transaction.
