TORONTO, April 04, 2024 (GLOBE NEWSWIRE) -- Further to its news release dated March 27, 2024, Quisitive Technology Solutions Inc. ("Quisitive" or the "Company") (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft Cloud and AI solutions provider, announces that it has completed the sale of its BankCard USA Merchant Services, Inc. ("BankCard") business unit to BUSA Acquisition Co. (the "Acquiror"), a Nevada incorporated entity owned by a consortium of current employees of BankCard, including Shawn Skelton, Scott Hardy and Jason Hardy, as well as other arm's length third parties (the "Transaction").
With the sale of BankCard now complete, Quisitive has successfully exited its payments division, transforming into a unified entity centered around cloud services. As a premier global partner of Microsoft, the Company is poised to deliver transformative cloud solutions and maintain exceptional customer service standards. The strategic disposition of the BankCard and PayiQ operations underscores a deliberate transition to a dedicated focus on Cloud and AI Solutions. Concentrating on this area enables Quisitive to channel its resources and energy toward a sector ripe with growth prospects, including a beneficial Microsoft partnership, emerging AI technologies, and cloud service advancements. Additionally, the financial benefits of these transactions, such as the elimination of earnouts and the inflow of cash, have positioned Quisitive to decrease its financial leverage.
Pursuant to the terms of the Transaction, the consideration received by Quisitive for the sale of BankCard included: (i) US$40,000,000 in cash, subject to customary adjustments; (ii) the return of 133,095,158 common shares of Quisitive (the "Quisitive Shares") to a wholly-owned subsidiary of Quisitive, which were held by the Acquiror, and will be cancelled shortly following the completion of the Transaction; and (iii) delivery by the former vendors of BankCard of a settlement agreement releasing Quisitive (and certain of its subsidiaries) of any and all obligations to pay a US$10,000,000 earnout payment (plus accrued interest of US$539,178.08). Total fees payable by the Company in connection with the Transaction were approximately US$2 million, which includes payments to the Company's advisors listed under the heading "Advisors" below and the sole finder's fees payable by the Company to William Blair & Company, L.L.C. in accordance with the policies of the TSX Venture Exchange ("TSXV"). The Company also confirms that the summary of the key terms of the Transaction previously disclosed in the news release dated March 27, 2024, remain unchanged.
"As we close this chapter, the strategic divestiture of our payments segment marks a pivotal moment for Quisitive", said Mike Reinhart, CEO of Quisitive. "This is not merely a sale, it's a calculated move towards concentrating our prowess where we truly excel – as a spearhead in cloud solutions, in synergy with our powerful Microsoft partnership. This transition embodies our commitment to innovation and customer excellence, as we leverage emerging AI capabilities and cloud technology to deliver unparalleled service. It's a transformative step for Quisitive, as we streamline our focus and harness financial strength for sustained growth and value creation."
Advisors
William Blair & Company, L.L.C. acted as financial advisor and Bass, Berry & Sims PLC and Cassels Brock & Blackwell LLP acted as legal counsel to the Company in connection with the Transaction. Stikeman Elliott LLP and Shearman & Sterling LLP acted as legal counsel to the Acquiror. McDermott Will & Emery LLP acted as legal counsel to the Lenders.
Corporate Updates
The Company today announces that it has issued an aggregate of 1,162,823 deferred share units ("DSUs") to independent directors that vest after one year, an aggregate of 4,790,770 restricted share units ("RSUs") to officers of the Company which will fully vest three years from the date of issuance, and an aggregate of 267,265 RSUs to officers of the Company which will fully vest one year from the date of issuance. Once vested, each RSU represents the right to receive one Quisitive Share or the equivalent cash value thereof, at the Company's direction, while each DSU entitles the holder to receive one Quisitive Share, or in certain circumstances a cash payment equal to the value of the Quisitive Shares, at the time the holder ceases to be a director of the Company.