Duyuru • Feb 02
Sumeru Equity Partners, LP completed the acquisition of Q4 Inc. (TSX:QFOR) from Ten Coves Capital, LP, Darrell Heaps, Neil Murdoch and others.
Sumeru Equity Partners, LP entered into a definitive arrangement agreement to acquire Q4 Inc. (TSX:QFOR) from Ten Coves Capital, LP, Darrell Heaps, Neil Murdoch and others for approximately CAD 250 million on November 13, 2023. Pursuant to the Arrangement Agreement, the Purchaser will acquire all of the outstanding common shares of the Company (“Common Shares”) for CAD 6.05 per Common Share, other than those held by certain shareholders rolling their equity interests, by way of an arrangement transaction (the “Arrangement”). Pursuant to the Arrangement Agreement, funds associated with Ten Coves Capital (“Ten Coves”), Darrell Heaps, the Founder, President and Chief Executive Officer of the Company, Neil Murdoch, a director of the Company, and another individual shareholder (collectively, the “Rolling Shareholders”) will exchange an aggregate of 13,715,467 Common Shares for equity interests in the Purchaser having an equity value equivalent to the cash purchase price payable under the Arrangement. The Rolling Shareholders are rolling an aggregate of 13,715,467 Rollover Shares (the “Rollover”) at an implied value per Common Share equal to CAD 6.05 per Common Share. The Rollover Shares represent approximately 34.1% of the issued and outstanding Common Shares. Upon completion of the Arrangement, Q4 will become a privately held company. The cash purchase price represents a premium of approximately 36% to the closing price of the Common Shares on the Toronto Stock Exchange (the “TSX”) on November 10, 2023, the last trading day prior to the announcement of the Arrangement, a premium of approximately 43% to the 20 day volume-weighted average trading price of the Common Shares as at that date, and a premium of approximately 46% to the 60-day volume-weighted average trading price of the Common Shares on the TSX. Upon closing of the Arrangement, the Purchaser intends to cause the Common Shares to cease to be listed on the TSX and to cause the Company to submit an application to cease to be a reporting issuer under applicable Canadian securities laws. The company will pay the break fee of CAD 9.00 million, or CAD 4.88 million if terminated during the go-shop period, is reasonable in the circumstances and only payable in customary and limited circumstances, and the Company is entitled to a reverse break fee of CAD 12.25 million in certain circumstances if the Arrangement Agreement is terminated.Completion of the Arrangement is subject to obtaining shareholder and other customary approvals, including receipt of court approval, Shareholders shall not have exercised their Dissent Rights in connection with the Arrangement with respect to more than 10% of the outstanding Shares. The Arrangement is not subject to a financing condition. Assuming the timely receipt of all required approvals, the Arrangement is expected to close in the first quarter of 2024.The Arrangement resulted from a review process undertaken by the Company following inbound interest from Sumeru and several others since the Company completed its initial public offering in 2021. The process and negotiation of the Arrangement with Sumeru were supervised by a committee of independent directors (the “Special Committee”). The Company entered into the Arrangement Agreement based on the unanimous approval of the Company’s board of directors (the “Board”), with conflicted directors abstaining, and the unanimous recommendation of the Special Committee that the Arrangement is in the best interests of the Company and fair to the holders of the Common Shares (the “Shareholders”) (other than the Rolling Shareholders). The Arrangement Agreement was the result of a comprehensive negotiation process that was conducted at arm’s length with the supervision and involvement of the Special Committee, as advised by independent and highly qualified legal and financial advisors. The Board, with Mr. Heaps, Murdoch and nominees of Ten Coves, being Messrs. Ned May and Dan Kittredge, declaring their conflicts of interest and abstaining from voting, unanimously approved the Arrangement Agreement following receipt of the unanimous recommendation of the Special Committee. The Special Committee was appointed by the Board to, among other matters, review the potential transaction and potential alternatives and consider the Company’s best interests and the implications to Shareholders and other stakeholders. The Board unanimously, with the conflicted directors abstaining from voting, recommends that Shareholders vote in favour of the Arrangement. The Company intends to call and hold a special meeting of Shareholders in the first quarter of 2024 (the “Special Meeting”), where the Arrangement will be considered and voted upon by Shareholders of record. Further information regarding the Special Meeting, including the record and meeting date will be made available in December. A special meeting of Shareholders of Q4 will be held on January 24, 2024 at 10:00 a.m. (Toronto Time). As of January 24, 2024, shareholders of Q4 Inc. approved the transaction. Of the votes cast at the Special Meeting with respect to the Arrangement, a total of 31,425,048 votes were cast in favour of the Arrangement, representing approximately 81.48% of the votes cast on the special resolution approving the Arrangement. In addition, a total of 17,024,701 votes, representing approximately 70.44% of the votes cast by holders of Common Shares excluding those Common Shares required to be excluded pursuant to MI 61-101, were cast in favour of the special resolution approving the Arrangement. The transaction is expected to close in February 2024. As of January 30, 2024, Q4 Inc. obtained a final order from the Ontario Superior Court of Justice. All of the conditions to the completion of the Arrangement have now been satisfied or waived, excluding any conditions that, by their terms, cannot be satisfied or waived until the effective date of the Arrangement. Completion of the Arrangement is expected to occur on February 1, 2024.Raymond James is acting as exclusive financial advisor and fairness opinion to the Special Committee. Petar Zelic, Alexander Lane and Milton Chan of Stifel Nicolaus Canada Inc. is acting as independent valuator and fairness opinion to the Special Committee. James R. Brown of Osler, Hoskin & Harcourt LLP is acting as legal advisor to the Company. Dorsey & Whitney LLP is acting as special U.S. legal advisor to the Company. Robert O. Hansen of McCarthy Tétrault LLP is acting as legal advisor to the Special Committee. Blake, Cassels & Graydon LLP is acting as legal advisor to the Rolling Shareholders. National Bank Financial Inc. is acting as exclusive financial advisor to Sumeru. Lilit Voskanyan of Gibson, Dunn & Crutcher LLP and Michael G. Urbani of Stikeman Elliott LLP are acting as legal advisors to Sumeru. Computershare Trust Company of Canada acted as depositary to Q4. Goodmans LLP is serving as legal counsel for Finsight Group, Inc. Laurel Hill Advisory Group, LLC acted as proxy solicitation agent for Q4 for a fee of CAD 70,000. Computershare Investor Services Inc. acted as depositary to QFOR.Sumeru Equity Partners, LP completed the acquisition of Q4 Inc. (TSX:QFOR) from Ten Coves Capital, LP, Darrell Heaps, Neil Murdoch and others on February 1, 2024. The Shares are expected to be delisted from the Toronto Stock Exchange on or about February 5, 2024, and the Company intends to apply to cease to be a reporting issuer under Canadian securities laws.