Ackroo Obtains Final Court Order

Rhea-AI Summary

Ackroo Inc. (TSX-V: AKR; OTC: AKRFF), a provider of gift card, loyalty marketing, payments and point-of-sale technology services, has received final approval from the Ontario Superior Court of Justice for its proposed arrangement with Paystone Inc.

The court order, granted on March 3, 2025, approves the arrangement under which Paystone will acquire all issued and outstanding common shares of Ackroo and assume all assets and liabilities. The arrangement, originally agreed upon on December 12, 2024, and amended on February 3, 2025, is expected to close on March 14, 2025, subject to TSX Venture Exchange approval and satisfaction of closing conditions.

Positive

• Court approval received for acquisition
• Clear timeline for transaction completion
• Full acquisition of shares and assets by established company

Negative

• Transaction still subject to additional regulatory approval
• Shareholders losing independent ownership

Ackroo receives final order from the Ontario Superior Court of Justice approving the Arrangement

HAMILTON, Ontario, March 04, 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 on March 3, 2025, the Ontario Superior Court of Justice (Commercial List) granted a final order in respect of the proposed arrangement with Paystone Inc. (“Paystone”) pursuant to section 192 of the Canada Business Corporations Act, pursuant to which Paystone will acquire all of the issued and outstanding common shares of Ackroo, and will assume all assets and liabilities of Ackroo (the “Arrangement”).

Subject to the approval of the TSX Venture Exchange and the satisfaction or waiver of certain closing conditions, as set out in the arrangement agreement dated December 12, 2024, as amended pursuant to an amending agreement dated February 3, 2025 (the “Arrangement Agreement”), the Arrangement is anticipated to close on March 14, 2025.

For a more detailed description of 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.

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 statements about the Arrangement; the possibility that the Arrangement will not be completed on the terms and conditions or timing currently contemplated, or at all, due to a failure to obtain approvals, in a timely manner or otherwise, including the approval of the TSX Venture Exchange; the failure to satisfy other conditions of closing or other circumstances contemplated by the Arrangement Agreement; the possibility of adverse reactions or changes in business relationships resulting from the completion or termination of the Arrangement Agreement which could have a material impact on the Company’s business and financial condition during the period prior to the closing of the Arrangement and upon any termination of the Arrangement Agreement; 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: the ability to obtain necessary approvals in respect of the Arrangement; the occurrence of a “Material Adverse Effect” (as defined in the Arrangement Agreement); or the failure to satisfy any other closing conditions in favour of Paystone provided for in the Arrangement Agreement, which condition is not waived by Paystone. 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

When will the Paystone acquisition of Ackroo (AKRFF) close?

The acquisition is expected to close on March 14, 2025, subject to TSX Venture Exchange approval and other closing conditions.

What did the Ontario Court approve regarding AKRFF stock?

The court approved Paystone's acquisition of all issued and outstanding common shares of Ackroo, including assumption of all assets and liabilities.

What are the key dates in the Ackroo (AKRFF) acquisition process?

Key dates include: December 12, 2024 (initial agreement), February 3, 2025 (amendment), March 3, 2025 (court approval), and March 14, 2025 (expected closing).

What regulatory approvals are still needed for the AKRFF acquisition?

The acquisition still requires TSX Venture Exchange approval before closing.