MDF MDF Commerce Inc

mdf commerce inc. (“mdf” or the “Company”) (TSX: MDF), a SaaS leader in digital commerce technologies, announced today that at the Company’s special meeting (the “Meeting”) of its shareholders (the “Shareholders”) held earlier today, an overwhelming majority of Shareholders voted in favour of the special resolution (the “Arrangement Resolution”) approving the previously announced statutory plan of arrangement under the Canada Business Corporations Act involving the Company and 9511-1357 Québec Inc. (the “Purchaser”), an entity affiliated with funds managed by KKR, a leading global investment firm, pursuant to which the Purchaser will acquire all of the issued and outstanding common shares (the “Shares”) in the capital of the Company for $5.80 in cash per Share (the “Consideration”), the whole subject to the terms and conditions of the arrangement agreement dated March 11, 2024 (the “Arrangement Agreement”) between the Company and the Purchaser (the “Arrangement”).

Approval of the Arrangement Resolution required the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting (each holder of Shares being entitled to one vote per Share).

Details on the voting results at the Meeting are set forth below:

Total Shares voted at the Meeting	29,134,025
Total Shares voted FOR the Arrangement Resolution	28,881,981
Percentage of Shares voted FOR the Arrangement Resolution	99.13%

A report on voting results for the Meeting will be filed under the Company’s profile on SEDAR+ at www.sedarplus.ca.

mdf anticipates returning to the Superior Court of Québec (the “Court”) on May 15, 2024 to seek a final order of the Court approving the Arrangement. Completion of the Arrangement remains subject to closing conditions as set forth in the Arrangement Agreement, including approval of the Court. Assuming that the conditions to closing are satisfied or waived (if permitted), it is expected that the Arrangement will be completed on or about May 17, 2024. Following completion of the Arrangement, KKR intends to cause the Shares to be delisted from the Toronto Stock Exchange (“TSX”) and applications will be made for mdf to cease to be a reporting issuer under applicable securities laws.

Additional information regarding the Arrangement and the procedure for exchange of Shares for the Consideration is provided in the Company’s management information circular in respect of the Meeting dated April 10, 2024, a copy of which is available on SEDAR+ under the Company’s profile at www.sedarplus.ca.

Forward Looking Information

This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. This information includes, but is not limited to, statements relating to mdf commerce's business objectives, expected growth, results of operations, performance and financial results. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “expects”, “estimates”, “outlook”, “forecasts”, “projection”, “prospects”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, “will”, “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this press release include, among other things, statements relating to the anticipated timing for completion of the Arrangement, including the parties’ ability to satisfy the conditions to the consummation of the Arrangement; the delisting of the Shares from the TSX and the Company ceasing to be a reporting issuer under applicable securities laws; the timing of the hearing for the final order; and the receipt of the required Court approval and other customary closing conditions.

Risks and uncertainties related to the transactions contemplated by the Arrangement Agreement 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, required regulatory and court approvals and other conditions to the closing of the Arrangement or for other reasons; the negative impact that the failure to complete the Arrangement for any reason could have on the price of the Shares or on the business of the Company; KKR’s failure to pay the Consideration at closing of the Arrangement; the business of mdf commerce may experience significant disruptions, including loss of clients or employees due to Arrangement related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of the Company; the risk that legal proceedings may be instituted against mdf commerce; and risks related to the diversion of management’s attention from mdf commerce’s ongoing business operations while the Arrangement is pending; and other risks and uncertainties affecting mdf commerce, including those described in the “Risk Factors and Uncertainty” section of the Company’s Annual Information Form for the year ended as at March 31, 2023, as well as in the “Risk Factors and Uncertainties” section of the Company’s Management’s Discussion and Analysis for the third quarter ended December 31, 2023 and elsewhere in the Company’s filings with the Canadian securities regulators, as applicable.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents the Company’s expectations as of the date of this press release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

About mdf commerce inc.

mdf commerce inc. enables the flow of commerce by providing a broad set of software as a service (SaaS) solutions that optimize and accelerate commercial interactions between buyers and sellers. Our platforms and services empower businesses around the world, allowing them to generate billions of dollars in transactions on an annual basis. Our eprocurement, ecommerce and emarketplaces solutions are supported by a strong and dedicated team of approximately 650 employees based in Canada and in the United States. For more information, please visit us at mdfcommerce.com, follow us on LinkedIn or call at 1 877 677-9088.

About KKR

KKR is a leading global investment firm that offers alternative asset management as well as capital markets and insurance solutions. KKR aims to generate attractive investment returns by following a patient and disciplined investment approach, employing world-class people, and supporting growth in its portfolio companies and communities. KKR sponsors investment funds that invest in private equity, credit and real assets and has strategic partners that manage hedge funds. KKR’s insurance subsidiaries offer retirement, life and reinsurance products under the management of Global Atlantic Financial Group. References to KKR’s investments may include the activities of its sponsored funds and insurance subsidiaries. For additional information about KKR & Co. Inc. (NYSE: KKR), please visit KKR’s website at www.kkr.com. For additional information about Global Atlantic Financial Group, please visit Global Atlantic Financial Group’s website at www.globalatlantic.com.

Source: mdf commerce inc. www.mdfcommerce.com

Contact:

For mdf commerce media inquiries:Brigitte Guay, Director – Corporate Communications514 702-9658brigitte.guay@mdfcommerce.com

For KKR media inquiries: Liidia Liuksila212 230-9722media@kkr.com

This press release shall not constitute an offer to purchase or a solicitation of an offer to sell any securities, or a solicitation of a proxy of any securityholder of any person in any jurisdiction. Any offers or solicitations will be made in accordance with the requirements under applicable law. Shareholders are advised to review any documents that may be filed with securities regulatory authorities and any subsequent announcements because they will contain important information regarding the Arrangement and the terms and conditions thereof. The circulation of this press release and the Arrangement may be subject to a specific regulation or restrictions in some countries. Consequently, persons in possession of this press release must familiarize themselves and comply with any restrictions that may apply to them.