お知らせ • Jul 09
mdf commerce inc. acquired EcoInteractive, Inc. from Alpine SG, LLC. mdf commerce inc. acquired EcoInteractive, Inc. from Alpine SG, LLC on July 9, 2024. SEG Capital Advisors, LLC acted as financial advisor for EcoInteractive, Inc. William Blair & Company, L.L.C. acted as financial advisor for mdf commerce inc.mdf commerce inc. completed the acquisition of EcoInteractive, Inc. from Alpine SG, LLC on July 9, 2024. お知らせ • May 19
Funds managed by Kohlberg Kravis Roberts & Co. L.P. completed the acquisition of mdf commerce inc. (TSX:MDF) from Long Path Partners L.P and others. Funds managed by Kohlberg Kravis Roberts & Co. L.P. entered into an arrangement agreement to acquire mdf commerce inc. (TSX:MDF) from Long Path Partners L.P and others for approximately CAD 260 million on March 11, 2024. As reported, mdf commerce shareholders will receive CAD 5.80 in cash per share, representing CAD 255 million in total equity value. KKR has obtained an equity commitment letter in an aggregate amount in cash equal to CAD 275 million to fund the consideration. Upon completion of the transaction, mdf commerce will become a privately held company. Upon closing of the Transaction, KKR intends to cause the Common Shares to be delisted from the TSX. A termination fee of CAD 7.65 million would be payable by mdf to KKR in certain circumstances, in case of termination of agreement. KKR shall pay a reverse termination fee to mdf in an amount equal to CAD 7.65 million in case of termination event. The transaction is subject to the receipt of the required approvals from mdf’s shareholders, the Interim Order and the Final Order have each been obtained, certain regulatory approvals including HSR Act Clearance, the shareholders shall not have exercised their Dissent Rights in connection with the arrangement with respect to more than 10% of the issued and outstanding shares, as well as the satisfaction of other customary closing conditions. The transaction is not subject to any financing condition and KKR is providing an equity-back stop for all the Consideration payable pursuant to the transaction. The mdf Board unanimously recommends that shareholders vote in favour of the transaction. The special meeting of mdf’s shareholders will be held on May 10, 2024. As of May 15, 2024, the transaction was approved by the court. The transaction is expected to close in the second quarter of calendar 2024. As of May 10, 2024, the transaction was approved by the target's shareholders and expected to close on or about May 17, 2024.
Scotia Capital Inc. and Desjardins Securities Inc. are acting as financial advisors and fairness opinion providers to the Board of Directors of mdf. Scotiabank and Desjardins provided a verbal opinion to the Board that the consideration to be received by the shareholders is fair. Hadrien Montagne of McCarthy Tétrault LLP and Rachael V. Martinez, Dovi Adlerstein, Gregory Husisian, Casey D. Knapp, Gregory E. Neppl, Aaron K. Tantleff and Jordan J. Bergmann of Foley & Lardner LLP are acting as legal advisors to mdf. Stikeman Elliott LLP and Soo-ah Nah, David Passey, Ken Young, Jonathan Stott, and Stephanie Haas of Dechert LLP are acting as legal advisors to KKR. Computershare Investor Services Inc. acted as transfer agent to mdf. William Blair & Company, L.L.C. acted as buy side advisor to KKR.
Funds managed by Kohlberg Kravis Roberts & Co. L.P. completed the acquisition of mdf commerce inc. (TSX:MDF) from Long Path Partners L.P and others on March 17, 2024. お知らせ • May 18
The Shares of mdf commerce Expects to Be Delisted from the Toronto Stock Exchange at the Close of Trading on or About May 22, 2024 mdf commerce inc. announced the closing of the previously announced plan of arrangement under the Canada Business Corporations Act (the Arrangement) involving the Company and an entity affiliated with funds managed by KKR, a leading global investment firm. As a result of the Arrangement, the Shares are expected to be delisted from the Toronto Stock Exchange (TSX) at the close of trading on or about May 22, 2024. The Company intends to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements. お知らせ • May 11
MDF Commerce Obtains Shareholder OK for Go-Private Deal and KKR Intends to Cause MDF Commerce's Shares to be Delisted from the Toronto Stock Exchange At mdf commerce Inc.'s special meeting of its shareholders held earlier May 10, 2024, an overwhelming majority of shareholders voted in favour of the special resolution approving the previously announced statutory plan of arrangement under the Canada Business Corporations Act involving the company and 9511-1357 Quebec Inc. (the purchaser), an entity affiliated with funds managed by KKR & Co. Inc. (NYSE:KKR), pursuant to which the purchaser will acquire all of the issued and outstanding common shares in the capital of the company for $5.80 in cash per share, the whole subject to the terms and conditions of the arrangement agreement dated March 11, 2024, between the company and the purchaser. Approval of the arrangement resolution required the affirmative vote of at least two-thirds (66 2/3 per cent) of the votes cast by shareholders virtually present or represented by proxy and entitled to vote at the meeting (each holder of shares being entitled to one vote per share). MDF anticipates returning to the Superior Court of Quebec (the ‘Court’) on May 15, 2024 to seek a final order of the Court approving the arrangement. Completion of the arrangement remains subject to closing conditions as set forth in the arrangement agreement, including approval of the Court. Assuming that the conditions to closing are satisfied or waived (if permitted), it is expected that the arrangement will be completed on or about May 17, 2024. Following completion of the arrangement, KKR intends to cause the shares to be delisted from the Toronto Stock Exchange (‘TSX’) and applications will be made for MDF to cease to be a reporting issuer under applicable securities laws. Reported Earnings • Feb 15
Third quarter 2024 earnings released: CA$0.095 loss per share (vs CA$0.34 profit in 3Q 2023) Third quarter 2024 results: CA$0.095 loss per share (down from CA$0.34 profit in 3Q 2023). Revenue: CA$30.2m (down 4.6% from 3Q 2023). Net loss: CA$4.18m (down 128% from profit in 3Q 2023). Revenue is forecast to grow 4.5% p.a. on average during the next 3 years, compared to a 10.0% growth forecast for the Interactive Media and Services industry in Europe. 