Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital
markets access platform, today announced the completion of the
previously announced plan of arrangement under the Business
Corporations Act (Ontario), pursuant to which a newly formed entity
(the “Purchaser”) controlled by Sumeru Equity Partners LLC
(“Sumeru”), a leading technology-focused investment firm, has
acquired all of the issued and outstanding common shares of the
Company (“Common Shares”) for $6.05 in cash per Common Share, other
than those held by certain shareholders (the “Rolling
Shareholders”) who have rolled their equity interests (the
“Arrangement”). The Arrangement, which was announced on November
13, 2023, was approved by the Company’s shareholders at a special
meeting held on January 24, 2024 and the Company obtained a final
order from the Ontario Superior Court of Justice (Commercial List)
in respect of the Arrangement on January 30, 2024.
“On behalf of the entire team here at Q4, I want to express our
heartfelt gratitude to all of our shareholders for their unwavering
commitment to our company throughout this transaction and over the
years,” said Darrell Heaps, Founder and CEO of Q4 Inc. “It is
thanks to their support that we have been able to transform Q4 into
the powerhouse it is today, empowering over 2,500 investor
relations customers worldwide to deliver impactful results and
drive value for their companies.”
Heaps added: “The successful completion of this transaction
marks another significant milestone for Q4. As we embark on this
new chapter with our new sponsor, Sumeru Equity Partners, we are
united by our shared mission to connect the capital markets.
Together, we are focused on delivering unparalleled value to our
esteemed customers and dedicated employees. We are truly excited
about the possibilities that lie ahead.”
As a result of the Arrangement, the Shares are anticipated to be
de-listed from the Toronto Stock Exchange on or about February 5,
2024. The Company will also 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.
Shareholder Questions and
Assistance
Shareholders who have questions or require assistance submitting
their Common Shares in connection with the Arrangement may direct
their questions to Computershare Investor Services Inc., who is
acting as depositary in connection with the Arrangement, at
1-800-564-6253 (North American toll-free) or +1 514-982-7555 (calls
outside North America), or by email at
corporateactions@computershare.com.
Early Warning Disclosure by the Rolling
Shareholders
Further to the requirements of National Instrument 62-104 – Take
Over Bids and Issuer Bids and National Instrument 62-103 – The
Early Warning System and Related Take-Over Bid and Insider
Reporting Issues, funds associated with Ten Coves Capital (“Ten
Coves”) will file an early warning report in accordance with
applicable securities laws.
A copy of the Ten Coves early warning report will be filed with
the applicable securities commissions and will be made available on
SEDAR+ at www.sedarplus.ca. Further information and a copy of the
early warning report may be obtained by contacting Tanu Suneja,
Chief Financial Officer and Chief Compliance Officer of Ten Coves
Capital, 1019 Post Road, Darien, CT, 06820, USA, telephone:
203-434-2034.
About Q4 Inc.
Q4 Inc. is the leading capital markets access platform that is
transforming how issuers, investors, and the sell-side efficiently
connect, communicate, and engage with each other.
The Q4 Platform facilitates interactions across the capital
markets through IR website products, virtual events solutions,
engagement analytics, investor relations CRM, shareholder and
market analysis, surveillance, and ESG tools. The Q4 Platform is
the only holistic capital markets access platform that digitally
drives connections, analyzes impact, and targets the right
engagement to help public companies work faster and smarter.
The company is a trusted partner to more than 2,500 public
companies globally, including many of the most respected brands in
the world, and maintains an award-winning culture where team
members grow and thrive.
Q4 is headquartered in Toronto, with offices in New York and
London. Learn more at investors.Q4inc.com.
All dollar figures in this release are in Canadian dollars
unless otherwise indicated.
About Sumeru Equity Partners
Sumeru Equity Partners provides growth capital at the
intersection of people and innovative technology. Sumeru seeks to
embolden innovative founders and management teams with capital and
scaling partnership. Sumeru has invested over US$3 billion in more
than fifty platform and add-on investments across enterprise and
vertical SaaS, data analytics, education technology, infrastructure
software and cybersecurity. The firm typically invests in companies
throughout North America and Europe. For more information, please
visit sumeruequity.com.
Cautionary Note Regarding Forward-Looking Information
This release includes “forward-looking information” and
“forward-looking statements” (collectively, “forward-looking
statements”) within the meaning of applicable securities laws.
Forward-looking statements include, but are not limited to,
statements with respect to the delisting of the Common Shares and
the submission of an application to cease to be a reporting issuer
and the timing thereof.
In some cases, but not necessarily in all cases, forward-looking
statements can be identified by the use of forward-looking
terminology such as “plans” “targets”, “expects” or “does not
expect”, “is expected”, “an opportunity exists”, “is positioned”,
“estimates”, “intends”, “assumes”, “anticipates” or “does not
anticipate” or “believes”, or variations of such words and phrases
or state that certain actions, events or results “may”, “could”,
“would”, “might”, “will” or “will be taken”, “occur” or “be
achieved”. In addition, any statements that refer to expectations,
projections or other characterizations of future events or
circumstances contain forward-looking statements. Forward-looking
statements are not historical facts, nor guarantees or assurances
of future performance but instead represent management’s current
beliefs, expectations, estimates and projections regarding future
events and operating performance. Forward-looking statements are
necessarily based on a number of opinions, assumptions and
estimates that, while considered reasonable by the Company as of
the date of this release, are subject to inherent uncertainties,
risks and changes in circumstances that may differ materially from
those contemplated by the forward-looking statements. Important
factors that could cause actual results to differ, possibly
materially, from those indicated by the forward-looking statements
include the risk factors identified under “Risk Factors” in the
Company’s latest annual information form and management’s
discussion and analysis for the year ended December 31, 2022 and in
the management’s discussion and analysis for the period ended
September 30, 2023, and in other periodic filings that the Company
has made and may make in the future with the securities commissions
or similar regulatory authorities in Canada, all of which are
available under the Company’s SEDAR+ profile at www.sedarplus.ca.
These factors are not intended to represent a complete list of the
factors that could affect the Company. However, such risk factors
should be considered carefully. There can be no assurance that such
estimates and assumptions will prove to be correct. You should not
place undue reliance on forward-looking statements, which speak
only as of the date of this release.
Although the Company has attempted to identify important risk
factors that could cause actual results to differ materially from
those contained in forward-looking statements, there may be other
risk factors not currently known to us or that we currently believe
are not material that could also cause actual results or future
events to differ materially from those expressed in such
forward-looking statements. There can be no assurance that such
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Accordingly, you should not place undue reliance on
forward-looking statements. The forward-looking statements
represent the Company’s expectations as of the date of this release
(or as the date it is otherwise stated to be made) and are subject
to change after such date. However, the Company disclaims any
intention and undertakes no obligation to update or revise any
forward-looking statements whether as a result of new information,
future events or otherwise, except as required under applicable
Canadian securities laws. All of the forward-looking statements
contained in this release are expressly qualified by the foregoing
cautionary statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240201660180/en/
Investor Contact Edward Miller Director, Investor
Relations (437) 291-1554 ir@q4inc.com
Media Contact Longacre Square Partners Scott Deveau
sdeveau@longacresquare.com
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