Great Hill Partners Makes Cash Offer for VersaPay Corporation Investor News (2023)

Toronto,December 13, 2019/PRNewswire/ -- VersaPay Corporation (TSXV: VPY) ("VersaPay" or the "Company") and leading growth private equity firm Great Hill Partners ("Great Hill") are pleased to announce that the Companies and a Great Hill subsidiary are required to enter into a definitive agreement (“Agreement of Agreement”) under which Great Hill will indirectly acquire all of the issued and outstanding common shares of the Company (“VersaPay Shares”) through a statutory settlement schemeCanadian Business Corporation – Nass(act").

Under the terms of the Agreement, each VersaPay shareholder (“VersaPay Shareholder”) will receive a cash consideration2,70 EuroFor each share of VersaPay held (the "Contribution"), the total share capital value of VersaPay is approximately$126 millionOn a fully diluted basis. The fee represents a 47.5% premium over the closing price of VersaPay stock on the TSX Venture Exchange ("TSXV").December 12, 2019and a 64.5% premium to the volume weighted average price ("VWAP") of VersaPay stock over the last 30 trading days.

Benefits for VersaPay Shareholders

• VersaPay stock immediately closed at a massive premium of about 47.5%December 12, 2019and about 64.5% based on the 30-day VWAP.
• All cash offers are not subject to any financing conditions.

"We are pleased to recommend this transaction to our shareholders, employees and customers," the review readsArtificial latticeCompany CEO: "With a deep understanding of our industry and support for growth companies, Great Hill is in a unique position to understand our business and its long-term potential, and to help the company realize that potential."

"Great Hill is pleased to partner with the VersaPay team and provide funding to execute on their growth strategy," saidwith cousin, Managing Partner of Great Hill Partners.Craig O'Neill, the company's CEO added, "I would like to thank our employees who have worked so hard to achieve our growth and success to date, our customers who have trusted us and our shareholders who have supported us."

Independent recommendations of the Committee and the Board

An independent committee of the VersaPay board of directors (“Committee”) is composed ofArthur Mesher,Sheldon PollackexistDavid DobsonEstablished to consider transactions. Capital Canada Limited has provided the Commission with a fiduciary opinion (the “Fiduciary Opinion”) stating that, according to its Opinion, the consideration received from VersaPay Shareholders in the Transaction is subject to and subject to the assumptions, limitations and qualifications set forth therein financially significant to VersaPay shareholders is fair.

The Board, after receiving financial and legal advice and receiving a fairness opinion and the unanimous recommendation of the committee, unanimously concluded that the transaction is in the best interests of VersaPay and unanimously recommends that VersaPay shareholders vote on the transaction.

In addition, the directors and officers of VersaPay, who collectively own approximately 3.7% of VersaPay stock as of the date of this agreement, have signed an agreement supporting the transaction and voted in favor of the transaction with their VersaPay stock.

Transaction Terms and Timing

The transaction will be carried out by way of a legal agreementCanadian Business Corporation – Nassand requires the approval of a majority of 66-2/3% of the votes cast by VersaPay shareholders at the special meeting of VersaPay shareholders convened to approve the transaction (""special meeting”）。

Closing of the transaction is subject to receipt of all necessary judicial and other approvals and satisfaction of customary closing conditions for such transactions. The agreement contains standard contract protection clauses. VersaPay is non-solicited and in certain circumstances the Board of Directors may terminate the Arrangement Agreement in favor of an unsolicited higher offer upon payment of a termination fee$5.67 millionand subject to Great Hill's right to honor such priority offers. The agreement also provides that Great Hill will pay a reverse termination fee$7.56 millionIf the agreement is terminated in certain circumstances, such as if Great Hill fails to meet its obligation to provide sufficient funds to complete the transaction.

The special session is expected to take placeFebruary 2020.VersaPay shares will be delisted from the TSXV upon closing of the transaction. The transaction is expected to close in the first quarter of 2020.

advisors and advisers

INFOR Financial acted as exclusive financial advisor to VersaPay on the transaction. Capital Canada Limited has provided a fairness opinion on the transaction.Burgbach& Blackwell LLP is acting as Canadian counsel for VersaPay and Arnold & Porter Kaye Scholer LLP is acting as US counsel for VersaPay.

Blake, Cassels & Graydon LLP acted as Canadian counsel to Great Hill and Alston & Bird LLP acted as US counsel to Great Hill.

Additional information on the proposed transaction

A copy of the written Fairness Opinion and a description of the various factors considered by the Company's Board of Directors in making the decision to approve the transaction, along with other relevant background information, will be included in the Management Information Circular to be sent to the Company's shareholders prior to the special meeting announced. The Management Information Notice, the Agreement governing the Arrangement (including the Scheme or the Arrangement) and certain related documents will be filed with Canadian securities regulators and will be made available on SEDAR atwww.carder.com.

over the mountains

Great Hill Partners is one of themBoston- Headquarters in a private equity firm focused on investments25 million dollarsdissatisfied500 million dollarsHigh growth companies in consumer, digital infrastructure, financial technology, healthcare and software. For more than two decades, Great Hill has almost grown up8 billion dollarsEngaging and investing in 75+ companies, building an extensive track record of building long-term partnerships with entrepreneurs and providing flexible resources to help mid-market companies scale. For more information, please visitwww.greathillpartners.com

OverVersaPay Company

VersaPay is a FinTech company and a leading provider of cloud-based bill-to-cash solutions that enable businesses to deliver a superior customer experience, get paid faster, streamline financial operations, and significantly reduce DSO and costs. VersaPay ARC is the first platform to offer a customer-centric AR™ and self-service environment where customers can view invoices online, collaborate on issues and disputes, and enable secure online payments (EFT/ACH and credit cards). Businesses have access to a powerful set of tools for efficient collections, cash usage and real-time visibility into accounts receivable. VersaPay ARC automatically reconciles payment and account information through integrations with various ERP and accounting software providers.

For more information about VersaPay, visitwww.versapay.comor under Company Profile on SEDARwww.carder.com.

forward-looking information

This press release contains "forward-looking information," which may include, among other things, statements regarding expected meeting dates, the timing of closing of the Transaction and the delisting of the TSXV.

Generally, forward-looking information can be identified by words such as "expects", "believes", "anticipates", "plans", "intends", "estimates", "schedule", "forecast", "budget". "indicates" or variations of words and expressions or statements that certain actions, events or results "may", "may", "will", "will", "prevent" or similar language" or "achieve" or their negative connotations.

Forward-looking information is based on certain assumptions and other important factors that, if wrong or inaccurate, could cause the Company's actual results, performance or achievements to differ from any future results, performance or achievements expressed or implied by such information. There are big performance differences. Such information is based on numerous assumptions about current and future business strategies and the environment in which the Company will operate in the future, including: the Company's plans for its products and services, including timing, content and pricing; market and industry expectations; Continued increase in the number of customer relationships; sales over the length of the cycle; the competitive environment; the ability to maintain or accurately predict revenue from the Company's products or services; the Company's ability to identify, hire, train, motivate and retain qualified personnel; the Company's ability to develop, introduce and implement new products and improvements or enhancements to products, timely responses to customer/product needs and rapid technological changes; general economic, business and political conditions; stock market fluctuations; expected costs and ability to achieve goals; any changes in the laws and regulations in the jurisdictions in which the company operates and the impact of new accounting rules or standards. Although the Company believes that its expectations are based on reasonable assumptions and attempts to identify important factors based on its current expectations, estimates and projections that could cause actual actions, events or results to differ materially from those projected in the forward-looking statements information described, they are subject to a number of significant risks and uncertainties and there may be other factors that could cause actions, events or results to differ from expectations, estimates or expectations.

Forward-looking information is subject to known and unknown risks, uncertainties and other important factors that could cause the Company's actual results, levels of activity, performance or achievements to differ materially from those expressed or implied by such forward-looking information, including, but not limited to risks related to: taxation, dependence on external service providers, potential failure of VersaPay and third party systems, failure to develop or commercialize new products or services, intellectual property rights, third party claims for intellectual property infringement, invasion of privacy by vendors, shoplifting fraud, security breach, service disruption by cyber-terrorists or fraudulent or illegal use of the service, competition, additional funding, variable revenue/revenue, dependency on key personnel, supplier churn, distribution collaboration, loss of partners, rising exchange rates, insufficient resources, changes in market demand for products and services, consumer spending, operational risks and insurance, conflicts of interest, stock price fluctuations, government regulations, litigation, general economic conditions, currencies, liquidity, interest rates, internal control and acquisition strategies, as detailed in the “Risk Factors” section of the Company's annual information form for the past fiscal yearDecember 31, 2018Outdated2. April 2019.The foregoing list is not exhaustive and the Company describes additional risks from time to time in other ongoing disclosure requests. Should one or more of these risks or uncertainties materialize, or should the assumptions underlying the forward-looking information prove incorrect, actual results may vary from the expectations, assumptions, estimates or material differences described herein. Accordingly, readers should not place undue reliance on any forward-looking information.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward-looking information, there may be other factors that could cause the actions, events or results differ from those expected or estimated or intentionally. The forward-looking information contained herein is made as of the date of this press release and the Company disclaims any obligation to update any forward-looking information as a result of new information, future events or results, except as required by law. No assurance can be given that changes forward-looking information to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on any forward-looking information.

BRON VersaPay company

related links

www.versapay.com