The Arrangement
The C$2.60 price per Pivot Share represents a 40.5% premium to Pivot's closing share price of C$1.85 on September 8, 2020, the last trading day before announcement of the Arrangement and a 36.0% premium to Pivot's 20-day volume weighted average share price of C$1.91 to September 8, 2020.
Recommendation of the Pivot Board
Upon receipt of the unanimous recommendation of the special committee of independent directors of Pivot, the Pivot board of directors ("Pivot Board") has unanimously determined that the Arrangement is in the best interests of Pivot and the consideration to be received by Pivot Shareholders pursuant to the Arrangement is fair to Pivot Shareholders, and recommends that Pivot Shareholders vote in favour of the resolution approving the Arrangement.
Management Information Circular
A copy of the Information Circular and related proxy materials are available on SEDAR (www.sedar.com) under Pivot's issuer profile and on Pivot's website at https://www.pivotts.com/investors/special-meeting.
The Pivot Meeting
The Pivot Meeting is scheduled to be held on
To proactively deal with the public health impact of the novel coronavirus, also known as COVID-19, and to mitigate risks to health and safety, Pivot will be holding the Pivot Meeting in a virtual-only format, which will be conducted via live audio webcast online at https://web.lumiagm.com/227934840. During the audio webcast, Pivot Shareholders will be able to hear the Pivot Meeting live, and registered Pivot Shareholders and duly appointed and registered proxyholders will be able to submit questions and vote while the Pivot Meeting is being held. The Information Circular provides important and detailed instructions about how to participate at the virtual Pivot Meeting.
To become effective, the Arrangement must be approved at the Pivot Meeting by (i) at least two-thirds (662/3%) of the votes cast by Pivot Shareholders on the resolution approving the Arrangement, present in person or by proxy and entitled to vote at the Pivot Meeting and (ii) a simple majority of the votes cast at the Pivot Meeting in person or by proxy by Pivot Shareholders, excluding the votes cast in respect of Pivot Shares beneficially owned or over which control or direction is exercised by any persons whose votes must be excluded in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Pivot's executive officers and directors have entered into support and voting agreements pursuant to which they have agreed, among other things, that they will vote all of the Pivot Shares they own or exercise control over (representing 7.69% of the outstanding number of Pivot Shares) in favour of the Arrangement, unless the arrangement agreement is terminated in certain circumstances or the transaction is not completed by
Your vote is important regardless of the number of Pivot Shares you own. Pivot encourages Pivot Shareholders to read the meeting materials in detail. A copy of the Information Circular and related proxy materials are available on SEDAR (www.sedar.com) under Pivot's issuer profile and on Pivot's website at https://www.pivotts.com/investors/special-meeting.
Voting your Pivot Shares
Registered Pivot Shareholders are encouraged to vote by phone at 1-866-732-8683 (toll-free in
Pivot Shareholders who hold Pivot Shares through a broker, financial institution, trustee, custodian or other nominee who holds securities or in the name of a clearing agency (an "Intermediary"), should follow the instructions provided by their Intermediary to vote their Pivot Shares.
Shareholder Questions or Voting Assistance
If you require further assistance, please do not hesitate to contact Pivot's proxy solicitation agent and shareholder communications advisor,
The Interim Order
Pivot is also pleased to announce that it has obtained the interim order from the
The hearing date for the application for the final order of the
ABOUT
Pivot is an industry-leading information technology services and solutions provider to many of the world's most successful companies, including members of the Fortune 1000, as well as governments and educational institutions. By leveraging its extensive OEM partnerships and its own fulfillment, professional, deployment, workforce and managed services, Pivot supports the IT infrastructure needs of its clients. For more information, visit www.pivotts.com.
FORWARD LOOKING STATEMENTS
Information in this release contains forward-looking statements within the meaning of securities legislation. Forward-looking statements are generally identifiable by use of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" or the negative of these words or other variations on these words or comparable terminology. Forward-looking statements are based on assumptions of future events that Pivot believes are reasonable based upon information currently available. More particularly, and without limitation, this news release contains forward-looking statements and information concerning the consideration to be paid to Pivot Shareholders pursuant to the Arrangement, the ability of Pivot, Computacenter and 1264283
SOURCE
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