/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
GATINEAU, QC and TORONTO, Jan. 5,
2021 /CNW/ - Converge Technology Solutions Corp. ("Converge"
or the "Company") (TSXV: CTS) (FSE: 0ZB) (OTCQX: CTSDF) is pleased
to announce that it has entered into an agreement with a syndicate
of underwriters led by Canaccord Genuity Corp. and Echelon Wealth
Partners Inc. (the "Underwriters"), pursuant to which the
Underwriters have agreed to purchase, on a bought deal basis, 10.3
million common shares of the Company ("Offered Shares") at a price
of $4.85 per Offered Share (the
"Issue Price") for gross proceeds to the Company of $50.0 million (the "Offering").
In addition, Converge has granted the Underwriters an option,
exercisable at any time, in whole or in part, until the date that
is 30 days following the closing of the financing, to purchase up
to an additional 1.5 million common shares of the Company solely to
cover over-allotments, if any, and for market stabilization
purposes. In the event the over-allotment option is exercised in
full, the aggregate gross proceeds of the Offering will be
$57.5 million.
Converge intends to use the net proceeds from the Offering for
acquisitions, working capital and other general corporate
purposes.
The Offering will be conducted in each of the provinces of
Canada by way of a prospectus
supplement to the Company's short form base shelf prospectus dated
July 8, 2019 (the "Prospectus
Supplement") and elsewhere on a private placement basis. Converge
intends to file the Prospectus Supplement with the securities
regulatory authorities in Canada,
which will be available on SEDAR under the Company's profile at
www.sedar.com.
The Offering is scheduled to close on or about January 15, 2021 and is subject to customary
closing conditions, including listing of the Offered Shares on the
TSX Venture Exchange and any required approvals of the exchange and
applicable securities regulatory authorities.
The Offered Shares have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), or any state securities laws. Accordingly,
the Offered Shares may not be offered or sold within the United States, its territories or
possessions, any state of the United
States or the District of
Columbia (collectively, the
"United States") except in transactions exempt from the
registration requirements of the U.S. Securities Act and applicable
state securities laws. This press release does not constitute an
offer to sell or a solicitation of an offer to buy any Offered
Shares within the United
States.
About Converge Technology Solutions Corp.
Converge Technology Solutions Corp. is a North American
software-enabled, Hybrid IT solution provider focused on delivering
industry-leading solutions and services. Converge's regional sales
and services organizations deliver advanced analytics, cloud,
cybersecurity, and managed services offerings to clients across
various industries. The Company supports these solutions with
talent expertise and digital infrastructure offerings across all
major IT vendors in the marketplace. This multi-faceted approach
enables Converge to address the unique business and technology
requirements for all clients in the public and private sectors. For
more information, visit convergetp.com.
Forward-Looking Statements
This press release contains certain "forward–looking
information" and "forward–looking statements" (collectively,
"forward–looking statements") within the meaning of applicable
Canadian securities legislation regarding Converge and its
business. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could, "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward–looking
statements. Forward–looking statements are necessarily based upon a
number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward–looking statements. These forward-looking statements
include, but are not limited to, statements relating to the timing
and completion of the Offering, the satisfaction and timing of the
receipt of required stock exchange approvals and other conditions
to closing of the Offering, the intended use of the net proceeds of
the Offering, the execution of Converge's growth strategy and
timing and completion of acquisitions. Except as required by law,
Converge assumes no obligation to update the forward–looking
statements of beliefs, opinions, projections, or other factors,
should they change. The reader is cautioned not to place undue
reliance on forward–looking statements. For a detailed description
of the risks and uncertainties facing the Company and its business
and affairs, readers should refer to the Company's annual
information form, which is available on SEDAR under the Company's
profile at www.sedar.com, and the consolidated financial statements
of the Company for the years ended December
31, 2019 and 2018, together with the corresponding
Management's Discussion and Analysis for additional risk factors
described under "Risks and Uncertainties". 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 release.
SOURCE Converge Technology Solutions Corp.
