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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Q4 Inc | TSX:QFOR | Toronto | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.04 | 6.04 | 6.05 | 0 | 00:00:00 |
Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today issued a letter to shareholders reiterating why they should support the proposed arrangement transaction (the “Arrangement”), whereby Q4 would be acquired by a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm. A special meeting (the “Special Meeting”) of holders (the “Shareholders”) of the Company’s common shares (the “Common Shares”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).
In the letter – signed by the independent Special Committee (the “Special Committee”) of the Board of Directors – Q4 highlights a number of crucial points it believes Shareholders should consider before voting. The Company also addresses recent criticism of the proposed transaction from FINSIGHT Group Inc. (“FINSIGHT”), a New York City based financial technology provider that competes with Q4.
Additional information regarding the Special Meeting and the Arrangement, including a recently released investor presentation, can be found here: https://investors.q4inc.com/Special-Meeting-Vote/Special-Meeting/
The full letter is included below:
Dear Shareholders,
The Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”) Special Meeting of Shareholders (“Special Meeting”) – to be held on January 24, 2024 at 10 a.m. (Toronto Time) – is fast approaching. At the Special Meeting, you will have an opportunity to vote on the proposed Arrangement (the “Arrangement”), whereby Q4 would be acquired by a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm.
The Board (other than those directors who declared an interest in the transaction and did not participate in the deliberations) unanimously recommends that you vote “FOR” the proposed Arrangement, because it will deliver immediate, significant, and certain value following a robust strategic review process overseen by an independent Special Committee (the “Special Committee”) of the Board of Directors.
FINSIGHT Group Inc. ("FINSIGHT"), a New York City based financial technology competitor to Q4, has launched what we believe to be a misleading and ill-informed campaign to block the deal. We encourage you to keep the facts in mind and consider the following before casting your vote:
The Arrangement resulted from a robust and independent strategic review process
The proposed transaction delivers fair value and is in the best interests of ALL Shareholders
The Arrangement with Sumeru mitigates operating risk and is the best path forward for Q4
The proposed transaction has received broad support from leading independent third parties
FINSIGHT’s misguided campaign is not in Shareholders’ best interests
***
Shareholders are urged to read the Circular and its appendices carefully and in its entirety as the Circular contains extensive detail regarding the background to the Arrangement, detailed reasons for the recommendation of the Special Committee and the Board (including the above reasons) and other factors considered. FINSIGHT’s narrative doesn’t hold up.
After careful consideration of all these factors, including the recommendations of the Company’s financial advisors and the unanimous recommendation of the Special Committee, the Board (with conflicted directors not in attendance or participating in the decision) unanimously determined the Arrangement is the best interests of the Company and is fair to Shareholders (other than the Rolling Shareholders).
As such, we strongly encourage you to vote “FOR” the proposed Arrangement.
Thank you for your continued support of Q4.
Sincerely,
The Special Committee of the Board of Directors of Q4
Due to the Essence of Time, Shareholders are encouraged to vote online or by telephone as described in the enclosed voting form and on Q4’s website at: https://investors.q4inc.com/Special-Meeting.
The proxy voting deadline is on January 22, 2024 at 10 a.m. Toronto Time.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, the Company’s shareholder communications advisor and proxy solicitation agent at:
Laurel Hill Advisory Group North American Toll Free: 1-877-452-7184 (+1 416-304-0211 Outside North America) Email: assistance@laurelhill.com.
About Q4 Inc.
Q4 Inc. (TSX: QFOR) 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 purchase by the Purchaser of all of the issued and outstanding Common Shares, the rationale of the Board for entering into the Arrangement Agreement, the anticipated timing and the various steps to be completed in connection with the Arrangement, including receipt of Shareholder and court approvals, the anticipated timing for closing of the Arrangement, the potential impacts to the Company and its share price if the Arrangement is terminated, the Company’s operations and financial performance and potential growth opportunities.
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, but are not limited to, the possibility that the proposed Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, or at all, the possibility of the Arrangement Agreement being terminated in certain circumstances, the ability of the Board to consider and approve a Superior Proposal for the Company, and the other 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.
1
As of November 10, 2023
2
Source: S&P Global Market Intelligence
3
Permission to quote ISS was neither sought nor obtained.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240115036629/en/
Investor Laurel Hill Advisory Group North America Toll Free: 1-877-452-7184 Collect Calls Outside North America: 1-416-304-0211 assistance@laurelhill.com
Edward Miller Director, Investor Relations (437) 291-1554 ir@q4inc.com
Media Longacre Square Partners Scott Deveau sdeveau@longacresquare.com
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