Converge Technology Solutions Corp. Announces Amended Arrangement Agreement with H.I.G. Capital
Toronto and Gatineau, QC – Converge Technology Solutions Corp. (the “Company” or “Converge”), a leading North American IT solution provider, is pleased to announce that it has reached an agreement to amend (the “Amendment”) the previously announced arrangement agreement (the “Arrangement Agreement”) with an affiliate of H.I.G. Capital (“H.I.G.”).
Background
On February 6, 2025, the Company announced the signing of the Arrangement Agreement under which H.I.G. would acquire all of the issued and outstanding common shares of Converge for CAD 14.50 per share in an all-cash transaction. The transaction was subject to customary closing conditions, including regulatory approvals.
Amended Terms
Following the announcement, the Company and H.I.G. have agreed to amend certain terms of the Arrangement Agreement. The key changes include:
- An extension of the outside date of the Arrangement Agreement to June 30, 2025, to allow for additional time to secure regulatory approvals.
- An increase in the minimum tender condition from 66 2/3% to 90% of the outstanding common shares.
- A reduction in the break fee payable by Converge to H.I.G. in the event that the Company enters into a competing arrangement.
Impact on Converge Stakeholders
The Amendment is expected to provide greater certainty to Converge stakeholders regarding the timing of the transaction. The extension of the outside date allows for a more thorough review process by regulatory authorities, potentially leading to a smoother approval process. The increased minimum tender condition strengthens the certainty of completion for the transaction.
Global Implications
The Amendment is a positive sign for the technology sector, demonstrating continued investor interest in IT solution providers. The transaction reinforces the attractiveness of the North American market for technology consolidation and growth. Furthermore, it highlights the importance of regulatory approvals in cross-border mergers and acquisitions.
Conclusion
Converge Technology Solutions Corp.’s announcement of the Amended Arrangement Agreement with H.I.G. Capital represents a significant step forward in the transaction process. The changes are expected to provide greater certainty for stakeholders and contribute positively to the technology sector. As the transaction progresses, further updates will be provided.
About Converge Technology Solutions Corp:
Converge Technology Solutions Corp. is a North American IT solution provider focused on delivering industry-leading solutions and services. The Company’s regional sales and services organizations deliver advanced analytics, cloud, cybersecurity, and IT modernization solutions to clients in various industries.
For further information:
- Joshua Shaul, Chairman & CEO, Converge Technology Solutions Corp., 1-866-219-2647, [email protected]
- Jason W. Williams, CFO, Converge Technology Solutions Corp., 1-855-918-2116, [email protected]
