Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital
markets access platform, today announced that it has obtained a
final order from the Ontario Superior Court of Justice (Commercial
List) approving the previously announced plan of arrangement under
the Business Corporations Act (Ontario), pursuant to which a newly
formed entity controlled by Sumeru Equity Partners (“Sumeru”), a
leading technology-focused investment firm, has agreed to acquire
all of the issued and outstanding common shares of the Company
(“Common Shares”) for $6.05 in cash per Common Share, other than
those held by certain shareholders rolling their equity interests
(the “Arrangement”).
All of the conditions to the completion of the Arrangement have
now been satisfied or waived, excluding any conditions that, by
their terms, cannot be satisfied or waived until the effective date
of the Arrangement. Completion of the Arrangement is expected to
occur on February 1, 2024.
Shareholder Questions and
Assistance
Shareholders who have questions or require assistance submitting
their Common Shares in connection with the Arrangement may direct
their questions to Computershare Investor Services Inc., who is
acting as depositary in connection with the Arrangement, at
1-800-564-6253 (North American toll-free) or +1 514-982-7555 (calls
outside North America), or by email at
corporateactions@computershare.com.
About Q4 Inc.
Q4 (TSX: QFOR) is the leading capital markets access platform
that is transforming how issuers, investors, and the sell-side
efficiently connect, communicate, and engage with each other.
The Q4 Platform facilitates interactions across the capital
markets through IR website products, virtual events solutions,
engagement analytics, investor relations CRM, shareholder and
market analysis, surveillance, and ESG tools. The Q4 Platform is
the only holistic capital markets access platform that digitally
drives connections, analyzes impact, and targets the right
engagement to help public companies work faster and smarter.
The Company is a trusted partner to more than 2,500 public
companies globally, including many of the most respected brands in
the world, and maintains an award-winning culture where team
members grow and thrive.
Q4 is headquartered in Toronto, with offices in New York and
London. Learn more at investors.Q4inc.com.
All dollar figures in this release are in Canadian dollars
unless otherwise indicated.
About Sumeru Equity Partners
Sumeru Equity Partners provides growth capital at the
intersection of people and innovative technology. Sumeru seeks to
embolden innovative founders and management teams with capital and
scaling partnership. Sumeru has invested over US$3 billion in more
than fifty platform and add-on investments across enterprise and
vertical SaaS, data analytics, education technology, infrastructure
software and cybersecurity. The firm typically invests in companies
throughout North America and Europe. For more information, please
visit sumeruequity.com.
Cautionary Note Regarding Forward-Looking Information
This release includes “forward-looking information” and
“forward-looking statements” (collectively, “forward-looking
statements”) within the meaning of applicable securities laws.
Forward-looking statements include, but are not limited to,
statements with respect to the purchase by the Purchaser of all of
the issued and outstanding Common Shares, the anticipated timing
and the various steps to be completed in connection with the
Arrangement and the anticipated timing for closing of the
Arrangement.
In some cases, but not necessarily in all cases, forward-looking
statements can be identified by the use of forward-looking
terminology such as “plans” “targets”, “expects” or “does not
expect”, “is expected”, “an opportunity exists”, “is positioned”,
“estimates”, “intends”, “assumes”, “anticipates” or “does not
anticipate” or “believes”, or variations of such words and phrases
or state that certain actions, events or results “may”, “could”,
“would”, “might”, “will” or “will be taken”, “occur” or “be
achieved”. In addition, any statements that refer to expectations,
projections or other characterizations of future events or
circumstances contain forward-looking statements. Forward-looking
statements are not historical facts, nor guarantees or assurances
of future performance but instead represent management’s current
beliefs, expectations, estimates and projections regarding future
events and operating performance. Forward-looking statements are
necessarily based on a number of opinions, assumptions and
estimates that, while considered reasonable by the Company as of
the date of this release, are subject to inherent uncertainties,
risks and changes in circumstances that may differ materially from
those contemplated by the forward-looking statements. Important
factors that could cause actual results to differ, possibly
materially, from those indicated by the forward-looking statements
include, but are not limited to, the possibility that the proposed
Arrangement will not be completed on the terms and conditions, or
on the timing, currently contemplated, or at all, the possibility
of the Arrangement Agreement being terminated in certain
circumstances, and the other risk factors identified under “Risk
Factors” in the Company’s latest annual information form and
management’s discussion and analysis for the year ended December
31, 2022 and in the management’s discussion and analysis for the
period ended September 30, 2023, and in other periodic filings that
the Company has made and may make in the future with the securities
commissions or similar regulatory authorities in Canada, all of
which are available under the Company’s SEDAR+ profile at
www.sedarplus.ca. These factors are not intended to represent a
complete list of the factors that could affect the Company.
However, such risk factors should be considered carefully. There
can be no assurance that such estimates and assumptions will prove
to be correct. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
release.
Although the Company has attempted to identify important risk
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
risk factors not currently known to us or that we currently believe
are not material that could also cause actual results or future
events to differ materially from those expressed in such
forward-looking statements. 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. Accordingly, you should not place undue reliance on
forward-looking statements. The forward-looking statements
represent the Company’s expectations as of the date of this release
(or as the date it is otherwise stated to be made) and are subject
to change after such date. However, the Company disclaims any
intention and undertakes no obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required under applicable
Canadian securities laws. All of the forward-looking statements
contained in this release are expressly qualified by the foregoing
cautionary statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240130425414/en/
Investor Contact Edward Miller Director, Investor
Relations (437) 291-1554 ir@q4inc.com
Media Contact Longacre Square Partners Scott Deveau
sdeveau@longacresquare.com
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