BULLETIN V2024-1006
QUISITIVE TECHNOLOGY SOLUTIONS INC. ("QUIS")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement
BULLETIN DATE: April 5, 2024
TSX Venture Tier 2 Company
TSX Venture Exchange (the "Exchange") has accepted for filing documentation pertaining to a stock purchase agreement (the "Agreement") dated March 27, 2024, among Quisitive Technology Solutions, Inc. (the "Company"), Quisitive Payment Solutions, Inc. (the "Seller"), a wholly-owned subsidiary of the Company, and a special purpose vehicle (the "Buyer") formed by several purchasers (the "Purchasers"), whereby the Company sells to the Buyer all of the outstanding capital stock of Bankcard USA Merchant Services, Inc., a California corporation, that the Company beneficially owns (the "Transaction").
According to the terms of the Agreement, in consideration for the Transaction, the Company will:
1. Receive approximately US$40,000,000 in cash, subject to customary adjustments following the closing.
2. Receive and cancel 133,095,158 common shares of the Company held by the Purchasers.
3. Be released from all obligations to pay a US$10,000,000 earnout payment plus accrued interests, as provided pursuant to the terms of a stock purchase agreement dated March 29, 2021, between the Company, a wholly-owned subsidiary of the Company, and certain Purchasers.
The transaction is a non-arm's length transaction. The finder's fee is payable in cash to William Blair & Company, L.L.C. Please refer to the Company's news release dated April 4, 2024 for details on the finder's fee.
For further details, please refer to the Company's news releases dated March 27, 2024 and April 4, 2024.
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