Ackroo Completes Sale to Paystone

Rhea-AI Summary

Ackroo Inc. (TSX-V: AKR; OTC: AKRFF) has completed its previously announced sale to Paystone Inc. through a statutory plan of arrangement. Under the deal terms, shareholders received $0.15 cash per share, except for Deferring Shareholders who received deferred consideration via unsecured subordinated promissory notes.

The transaction involves Paystone's subsidiary Atom Growth Inc. acquiring all issued and outstanding Ackroo shares and assuming all assets and liabilities. Former Ackroo CEO Steve Levely has transitioned to the role of Chief Operating Officer at Paystone. The company's shares are expected to be delisted from TSX Venture Exchange on April 2, 2025.

The deal involved 115,351,527 shares, with 93,612,165 shares acquired at the offer price and 21,739,362 shares acquired for deferred consideration. Following the closing, all Ackroo directors resigned, and the company amalgamated with Atom and Ackroo Canada Inc.

Positive

• Shareholders receive immediate liquidity at $0.15 per share
• Company joins larger organization providing enhanced resources and capabilities
• All assets and liabilities successfully transferred in completed transaction

Negative

• Company will be delisted from TSX Venture Exchange
• Company will cease to be a public reporting issuer
• Shareholders lose potential future upside as independent entity

Ackroo Completes Go Private Transaction with Paystone by way of Arrangement

HAMILTON, Ontario, April 01, 2025 (GLOBE NEWSWIRE) -- Ackroo Inc. (TSX-V: AKR; OTC: AKRFF) (the “Company” or “Ackroo”), a gift card, loyalty marketing, payments and point-of-sale technology consolidator and services provider, is pleased to announce that it has completed its previously announced statutory plan of arrangement with Paystone Inc. (“Paystone”) (please see news release dated December 13, 2024), pursuant to which Paystone, through its wholly owned subsidiary, Atom Growth Inc. (“Atom”), acquired all of the issued and outstanding common shares of Ackroo (the “Shares”), and has assumed all assets and liabilities of Ackroo (the “Arrangement”).

The Arrangement

Pursuant to the terms of the Arrangement, each holder of the issued and outstanding Shares immediately prior to the closing of the Arrangement (“Closing”), other than the Deferring Shareholders (as defined below), received $0.15 cash (the “Offer Price”) for each Share held. In connection with the Arrangement, each holder of outstanding incentive stock options of the Company (the “Company Options”) held immediately prior to Closing received an amount (if any) equivalent to the difference between the exercise price of the Company Options and the Offer Price. Upon Closing, all Company Options were cancelled.

Steve Levely, the Chief Executive Officer of Ackroo, and another arm’s length shareholder (together, the “Deferring Shareholders”), agreed to defer payment of the Offer Price, for the Shares they held immediately prior to Closing, for a minimum of twelve months following Closing. The Deferring Shareholders received, in lieu of the Offer Price, the equivalent principal amount in an unsecured subordinated promissory note of Paystone (the “Deferred Consideration”). In connection with the Arrangement, Mr. Levely has assumed the role of Chief Operating Officer of Paystone.

As a result of the Arrangement, the Shares are anticipated to be delisted from the TSX Venture Exchange at market close on or about April 2, 2025, and the Company will apply to cease to be a reporting issuer in each of the applicable jurisdictions in Canada.

“I am very happy for our shareholders, clients and staff that we were able to close on our sale to Paystone” said Steve Levely, CEO of Ackroo. “For our shareholders I am happy that during a time of economic uncertainly we were able to deliver a fair value on the business and provide liquidity for everyone in the process. For our clients and staff they will benefit from a much larger organization. Clients will have a larger team working to advance and support their business while staff will have even more career opportunities as part of a larger enterprise. A win for all. I personally also want to thank Eamonn Garry and Tyler Nelson, founders of Ackroo, who gave me an opportunity to work in the business with them and treated me more as a co-founder then an employee while I was VP for each of them. It helped prepare me for what ended up being a 10-year journey as a first time CEO. The personal and professional growth for me during this time has been incredible where I genuinely appreciate them opening that important door for me in my business career. I also want to thank our shareholders, board and staff both present and past that have supported myself and the business over the years. I feel truly blessed to have been surrounded and supported by so many great people and I look forward to leveraging my Ackroo experience into my next journey.”

“I would like to welcome the Ackroo team, clients and partners to Paystone,” added Tarique Al-Ansari, CEO of Paystone, a major player in the gift card and loyalty space. “This acquisition further strengthens our position as a market leader and the combination of Ackroo with our DataCandy platform enhances the value we provide to our existing and future clients as well as partner ecosystem.”

Information for the Former Shareholders of the Company

Registered shareholders of the Company who have not already done so, are reminded to submit a duly completed letter of transmittal, and, as applicable, the certificate(s) and/or direct registration system advice(s) representing their Shares, to Computershare Investor Services Inc. For those shareholders of Ackroo whose Shares are registered in the name of a broker, investment dealer, bank, trust company, trust or other intermediary or nominee, such shareholders should contact such nominee for assistance in depositing their Shares and should follow the instructions of such intermediary or nominee.

For more information on the Arrangement, please refer to the Company’s management information circular dated January 24, 2025, which is available at the Company’s issuer profile on SEDAR+ at www.sedarplus.ca.

Early Warning Disclosure

The following disclosure is provided pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the requirement to file an early warning report (the “Early Warning Report”) by Atom regarding the acquisition of all of the issued and outstanding Shares pursuant to the Arrangement, being 115,351,527 Shares, including 93,612,165 Shares acquired at the Offer Price and 21,739,362 Shares acquired for the Deferred Consideration. The Arrangement was carried out pursuant to an arrangement agreement entered into between Paystone, Atom and the Company dated December 12, 2024, as amended by an amending agreement dated February 3, 2025. Immediately prior to the Closing, Atom held no Shares.

Upon Closing, all of the directors resigned from the board of directors of the Company and the Company amalgamated with Atom and Ackroo’s wholly-owned subsidiary, Ackroo Canada Inc. Atom intends to cause Ackroo to submit an application to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate Ackroo’s public reporting requirements.

In connection with the Arrangement, certain securityholders of Ackroo entered into support and voting agreements with Paystone, pursuant to which such securityholders agreed to vote their Shares in favour of the approval, consent, ratification and adoption of the resolution authorizing the Arrangement.

Atom was formed under the federal laws of Canada on February 15, 2023 and its head office is located at 509 Commissioners Road West, Unit 434, London, ON, N6J 1Y5. An Early Warning Report will be filed by Atom with applicable Canadian securities regulatory authorities. For further information or to obtain a copy of the Early Warning Report, please contact Tarique Al-Ansari, Tel: 1-888-900-9192.

Advisors and Counsel

Paradigm Capital Inc. acted as financial advisor to the Company and Canaccord Genuity Corp. acted as financial advisor to Paystone and Atom. Miller Thomson LLP acted as legal counsel to Paystone and Atom while Cassels Brock & Blackwell LLP acted as legal counsel to the Company.

About Paystone

Paystone is a leading North American payment and software company redefining the way merchants engage their customers and grow their businesses. The Company’s suite of automated payment processing, customer loyalty programs, gift card solutions, and reputation marketing software is used at over 35,000 merchant locations across Canada and the United States which collectively process over 10 billion dollars a year in bankcard volume. The fintech company employs over 150 employees and serves as the technology partner of choice for hundreds of partners across North America.

About Ackroo

As an industry consolidator, Ackroo acquires, integrates and manages gift card, loyalty marketing, payment and point-of-sale solutions used by merchants of all sizes. Ackroo’s self-serve, data driven, cloud-based marketing platform helps merchants in-store and online process and manage loyalty, gift card and promotional transactions at the point of sale. Ackroo’s acquisition of payment ISO’s affords Ackroo the ability to resell payment processing solutions to their growing merchant base through some of the world’s largest payment technology and service providers. As a third revenue stream Ackroo has acquired certain custom software products including hybrid management and point-of-sale solutions that help manage and optimize the general operations for niche industries including automotive dealers and more. All solutions are focused on helping to consolidate, simplify and improve the merchant marketing, payments and point-of sale ecosystem for their clients. Ackroo is headquartered in Hamilton, Ontario, Canada. For more information, visit: www.Ackroo.com.

For further information, please contact:

Steve Levely
Chief Executive Officer | Ackroo
Tel: 416-360-5619 x730
Email: slevely@ackroo.com

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This release contains forecasts and forward-looking statements that are not guarantees of future performance and activities and are subject to risks and uncertainties. The Company has based these forward-looking statements on assumptions and assessments made by its management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, but are not limited to: the possibility the delisting of the Shares from the TSX Venture Exchange will not be completed as contemplated, or at all, due to a failure to obtain, in a timely manner or otherwise, the required approval of the TSX Venture Exchange; the possibility that the Company’s ceasing to be a reporting issuer in each of the applicable jurisdictions in Canada will not be completed as contemplated, or at all, due to a failure to obtain, in a timely manner or otherwise, the required approval of the applicable securities regulatory authorities in the applicable jurisdictions in Canada; the Company’s ability to raise enough capital to support the Company’s go forward plans; the overall global economic environment; the impact of competition and new technologies; general market, political and economic conditions in the countries in which the Company operates; projected capital expenditures and liquidity; changes in the Company’s strategy; government regulations and approvals; changes in customers’ budgeting priorities; plus other factors that may arise.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: (i) the ability of the Company to secure the required approval of the TSX Venture Exchange for the delisting of the Shares as contemplated, or at all; and (ii) the ability of the Company to secure the required approval of the applicable securities regulatory authorities in the applicable jurisdictions in Canada as contemplated, or at all. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances.

Any forward-looking statements in this press release are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

FAQ

What is the acquisition price per share for AKRFF stockholders in the Paystone deal?

Shareholders received $0.15 cash per share, except for Deferring Shareholders who received deferred consideration via promissory notes.

When will AKRFF shares be delisted from the TSX Venture Exchange?

Ackroo shares are expected to be delisted from TSX Venture Exchange at market close on or about April 2, 2025.

How many AKRFF shares were acquired by Paystone in the arrangement?

Paystone acquired 115,351,527 total shares, comprising 93,612,165 shares at the offer price and 21,739,362 shares for deferred consideration.

What happens to Steve Levely's position after the AKRFF acquisition?

Steve Levely transitioned from CEO of Ackroo to Chief Operating Officer of Paystone following the acquisition.

What happens to AKRFF stock options after the Paystone acquisition?

All stock options were cancelled, with holders receiving the difference between the exercise price and the $0.15 offer price, if applicable.