Posera Announces Shareholder Approval of the Proposed Acquisition of Posera by PayFacto

Montreal, QC— January 22, 2020 — Posera Ltd. (TSX : PAY) (“Posera” or the “Company”), a global provider of software solutions for the hospitality industry, today announces that at the special meeting of holders of the common shares of Posera (“Shareholders”) held earlier today (the “Meeting”), Shareholders voted to approve the previously announced arrangement (“Arrangement”) whereby PayFacto Inc. (“PayFacto”) will acquire all the issued and outstanding common shares of Posera (“Posera Shares”).

The Arrangement required approval by at least two thirds of the votes cast by Shareholders present in person or represented by proxy at the Meeting, and approval by a majority of the disinterested votes cast at the Meeting by Shareholders.

Votes representing a total of 73,564,982 Posera Shares were cast, representing 61.41% of the total issued and outstanding Posera Shares. 69,347,069 Posera Shares, representing 94.27% of the votes cast, voted in favour of the Arrangement. Additionally, 66,512,087 Posera Shares held by disinterested Shareholders, representing 94.04% of the total votes cast by disinterested Shareholders, voted in favour of the Arrangement.

Commenting on the voting results, Tom McCole, Chairman of the Board of Directors of Posera said, “I am thrilled by the overwhelming shareholder support of the proposed transaction. Shareholders have delivered a strong vote of confidence in our strategy to privatize Posera, and to unite with PayFacto, a leader in the payments industry.”

Closing of the Arrangement is conditional on the receipt of necessary regulatory approvals and satisfaction of certain other closing conditions. Further information about the Arrangement is outlined in the Annual Information Circular that was filed under the Company’s profile on SEDAR at www.sedar.com and is available on the Company’s website at www.posera.com/investor-relations.


About Posera

For over 30 years, Posera has been a leading provider of hospitality technology solutions. Posera’s suite of products 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; and KDS (“Kitchen Display System”), a stand-alone kitchen display and monitor that facilitates kitchen management. 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.

Forward-Looking Statements

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.

For more information:

Kevin Mills, Chief Financial Officer