Montreal, QC— November 25, 2019 —PayFacto Inc (“PayFacto”), a leading payment solution provider in North America and Posera Ltd. (TSX : PAY) (“Posera”), a global provider of hospitality industry software, today announce that they have entered into an Arrangement Agreement pursuant to which PayFacto will acquire all of Posera’s issued and outstanding common shares for $14.5 million CDN on a cash free, debt free basis, in an all cash transaction.
With offices in Montreal, Toronto and the United States, PayFacto is committed to providing its customers with innovative, flexible and highly competitive payment solutions, making it the payment processor of choice for more than 30,000 merchants. PayFacto is uniquely positioned in the Canadian market as a direct connect and shareholder of Interac that combines credit card processing integrations with other leading processors. For 30 years, Posera has focussed exclusively on helping hospitality industry merchants improve all aspects of their business operations by offering feature-rich, dynamic solutions such as the Maitre’D point-of-sale system, KDS for kitchen display and management, and the SecureTablePay pay-at-the-table product – serving more than 15,000 hospitality businesses worldwide.
“We are thrilled to announce this acquisition agreement with PayFacto, a new leader in the payments industry. Our companies are a natural fit,” said Tom McCole, Chairman of the Board, at Posera. “This is great news for both Posera and its shareholders, who will be receiving cash for their shares at a significant premium to today’s market share price. The Board has unanimously approved this transaction. The acquisition by PayFacto ensures Posera is poised for greater success, free from the administrative burdens of being a public company, and fully able to pursue technological innovation and growth.”
“Posera has a decades-long history of dedication to technological innovation in the hospitality industry, with an impressive array of software solutions that serve restaurant operations worldwide,” said Martin Leroux, President and Chief Executive Officer of PayFacto. “Because of Posera’s global customer-base and its foothold across multiple geographies, the merger of our two companies will strengthen and speed PayFacto’s growth story. We look forward to combining our respective products, services and successes, and building upon them.”
“We’re excited to be partnering with PayFacto, especially given the strategic alignment of the two companies. Posera has made tremendous strides recently and this acquisition is the perfect launching pad for Posera’s next chapter,” said Akash Sahai, Posera’s Executive Vice President of Business Development & Strategy. “The acquisition by PayFacto will allow Posera to bring our recent mobile and cloud product innovations to the market in a SaaS model even more quickly. I look forward to working with Martin and the rest of the PayFacto team to introduce PayFacto’s products and services to Posera’s merchant-base, and Posera’s products and services to PayFacto’s merchant-base.”
Posera has been assisted in this strategic review process, initiated over six months ago, by BDO Canada LLP as its exclusive financial advisor, and Fasken Martineau DuMoulin LLP, Posera’s corporate legal counsel. “Posera shareholders have through a highly competitive sale process been rewarded a justifiable premium given the product innovations and SaaS growth trajectory Posera is currently pursuing, and the patently clear synergies between the two parties,” said Pras Kayilasanathan, Director of M&A at BDO. PayFacto was assisted in this acquisition by their corporate legal counsel at BCF Business Law and their accounting and tax advisors at Hardy Normand & Associates LLP.
Posera will call a special shareholder meeting to approve the transaction, and subject to shareholder approval, court approval and other customary closing conditions, the transaction is expected to close in January of 2020. Shareholders will receive a payout price per share based on $14.5 Million CDN, plus cash on hand, minus closing costs, at the time of close. The parties will provide more information to shareholders over the coming weeks.
It is anticipated that Posera shareholders will receive between $0.12 and $0.15 per Posera common share, following the determination of final cash balances and other related amounts prior to closing. Additionally, Posera shareholders will be eligible to receive within twenty-four months an additional payment of up to $2.4 million CDN (or up to $0.02 CDN per Posera common share) upon the successful collection of the secured credit facility loan that was made to an affiliate of DLT Labs Inc.
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PayFacto, a leader in the field of payment solutions, is established in Canada and the United States. Recognized for its expertise, agility, and quality execution, PayFacto meets the operational needs of small and large clients on a national and international scale by enabling them to meet their business objectives more efficiently and affordably. Boasting a vast range of services and recognized payment solutions, PayFacto helps companies and organizations take control of their electronic transactions. For more information, visit payfacto.com.
Posera has been a leading provider of hospitality technology solutions for over 30 years. Posera’s technology suite manages all aspects of hospitality industry merchant operations. Posera’s full-service solutions include Maitre’D, a point-of-sale system, a robust and comprehensive system that include hardware integration services, merchant staff training, system installation services, post-sale software and hardware customer support; KDS (Kitchen Display System), a stand-alone kitchen display and monitor that facilitates kitchen management; and SecureTablePay, a leading EMV compliant pay-at-the-table solution. Posera’s solutions are deployed globally across the full spectrum of restaurants, from large chains and independent table service restaurants to international quick service chains, and its products have been translated into eight languages.
Posera Ltd.’s shares are traded on the Toronto Stock Exchange under the symbol “PAY”. More information about Posera can be found on the Company’s website at www.posera.com or under the Company’s profile on SEDAR at www.sedar.com.
This discussion includes certain forward-looking statements that are based upon current expectations, which involve risks and uncertainties associated with our business and the environment in which the business operates. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend”, and similar expressions to the extent they relate to the Company or its management. The forward-looking statements are not historical facts but reflect Posera’s current expectations regarding future results or events. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under “Risks and Uncertainties” in the Annual Information Form to be filed on April 1st, 2019 with the regulatory authorities. Posera assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward-looking statements, unless required by law.