#Canada #Acquisition #Toronto #Converge #H.I.G.

Converge Technology Solutions Prepares for Shareholder Meeting

Converge Technology Solutions Corp. has officially announced the availability of its management information circular concerning the upcoming special meeting of its shareholders. This critical meeting will focus on a proposed acquisition by a well-known investment firm, H.I.G. Capital. Scheduled for April 10, 2025, at 11:00 a.m. Toronto time, the virtual-only gathering invites all shareholders of record as of March 10, 2025, to participate and vote on this significant resolution.

Details About the Acquisition

On February 6, 2025, Converge entered into an arrangement agreement with 16728421 Canada Inc., an affiliate of H.I.G. Capital. Under this agreement, H.I.G. proposes to acquire all outstanding shares of Converge for a cash consideration of C$5.50 per share. This valuation places the company at an attractive enterprise value of roughly C$1.3 billion. Specifically, shareholders will vote on the Arrangement Resolution, which, if passed, would facilitate this acquisition, thus altering the trajectory of Converge’s business model.

The management information circular can be found on Converge’s SEDAR+ profile and their official website, providing detailed insights into the acquisition proposal and its potential impacts on shareholders. This document is vital for shareholders to understand what their votes will influence.

Approval and Next Steps

Additionally, the Ontario Superior Court of Justice has issued an interim order that allows the conduction of this special meeting, highlighting the legal validations required for such major corporate actions. Shareholders are reminded that they must vote by April 8, 2025, at 11:00 a.m. Toronto time, to ensure their input is counted.

The reasons behind the Board of Directors' support for this acquisition are grounded in providing immediate liquidity and certainty for shareholders. The cash offer represents a premium of approximately 56% compared to Converge’s closing stock price on the TSX as of the announcement date. This premium, coupled with the immediate value provided to shareholders, outweighs the risks associated with continuing under the current business model.

Special Committee Evaluation

A special committee formed by independent directors conducted a thorough review of this acquisition proposal, weighing it against potential alternatives and long-term projections for the company. The conclusion was clear: the arrangement with H.I.G. is not only favorable but represents a comprehensive negotiation that involved multiple bidders and stakeholders.

Their review highlighted key factors:
1. Significant Premium: From the market rates prior to the announcement on February 6, 2025, the acquisition offer stands as a strong motivation for shareholders.
2. Liquidity Assurance: The board underscored the importance of providing immediate returns to investors, particularly in a rapidly changing economic landscape.
3. Robust Market Evaluation: Through extensive assessments, the committee found few competitive offers that could rival the terms proposed by H.I.G.

As the meeting draws near, Converge encourages all shareholders to deeply engage with the circular, making informed decisions regarding the future of the company. The implications of this acquisition extend beyond immediate financial gain — they pose critical questions about governance, strategic direction, and the broader market positioning of Converge Technology Solutions.

For those seeking assistance with the voting process, Laurel Hill Advisory Group has been appointed as the proxy solicitation agent, enabling shareholders to clarify any doubts about the proceedings or the implications of their vote.

Conclusion

In conclusion, the upcoming special meeting represents a pivotal moment for Converge Technology Solutions, as shareholders will help to shape the company's future in collaboration with H.I.G. Capital. Whether to accept or reject this acquisition will be a key decision for every investor, and thus understanding the details laid out in the management information circular becomes paramount. This acquisition signifies a turning point and promises to redefine the company’s operational and strategic landscape in the IT industry.

For further updates and specifics about the meeting, shareholders can refer to the official Converge website and their profiles on the relevant regulatory platforms.