Converge Technology Solutions Corp. Announces Increase to Previously Announced Bought Deal Financing of $7.5 Million
12 Februar 2020 - 4:27PM
Converge Technology Solutions Corp. (“
Converge” or
the “
Company”) (TSXV: CTS) (FSE:0ZB) (OTCQX:CTSDF)
is pleased to announce that it has entered into an amended
agreement with Raymond James Ltd., acting as sole book-runner and
lead underwriter on behalf of a syndicate of underwriters
(collectively, the “
Underwriters”) to increase the
size of its previously announced offering of common shares (the
“
Offering”). Under the amended terms of the
Offering, the Underwriters have agreed to purchase, on a “bought
deal basis”, 5,769,231 common shares of the Company
(“
Offered Shares”) at a price of $1.30 per Offered
Share (the “
Issue Price”) for gross proceeds to
the Company of $7.5 million. 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 865,384 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 $8.625 million.
Converge intends to use the net proceeds from
the Offering for acquisitions, working capital and for 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
February 20, 2020 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. combines
innovation accelerators and foundational infrastructure solutions
to deliver best‐of‐breed solutions and services to customers. The
Company is building a platform of regionally‐focused Hybrid IT
solution providers to enhance their ability to provide multi‐cloud
solutions, blockchain, resiliency, and managed services, enabling
Converge to address the business and IT issues that public and
private‐sector organizations face today.
For further information
contact:
Mary Anne Palangio Chief Financial Officer Converge Technology
Solutions Corp. Email: investors@convergetp.com
Phone: 416‐360‐1495 |
Virtus Advisory Group Shareholder Inquiries
Email: converge@virtusadvisory.com Phone:
416‐644‐5081 |
|
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
and the intended use of the net proceeds of the Offering. 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, 2018 and 2017, 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.
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