Converge Technology Solutions Announces Deconsolidation of Portage CyberTech Inc.

Rhea-AI Summary

Converge Technology Solutions Corp. (TSX: CTS, FSE: 0ZB, OTCQX: CTSDF) has announced the deconsolidation of its subsidiary, Portage CyberTech Inc., effective June 27, 2024. This follows Converge's decision to relinquish its right to majority representation on Portage CyberTech's board pursuant to a June 27, 2024 voting agreement. Concurrently, Portage CyberTech secured a new $15 million credit facility with CIBC, drawing $10 million immediately, with an additional $5 million contingent on achieving future targets. Converge retains a 51% ownership stake and a $25 million long-term loan with Portage CyberTech. CEO Shaun Maine emphasized that this move will allow both companies to pursue independent growth paths.

Positive

• Deconsolidation of Portage CyberTech allows both companies to operate independently.
• Portage CyberTech secures a $15 million credit facility with CIBC.

Negative

• Converge relinquishes majority representation on Portage CyberTech's board.

TORONTO and GATINEAU, QC, July 3, 2024 /PRNewswire/ - Converge Technology Solutions Corp. ("Converge" or the "Company") (TSX: CTS) (FSE: 0ZB) (OTCQX: CTSDF) today announced that, as of June 27, 2024, the Company has fulfilled the criteria necessary for the deconsolidation of its majority owned subsidiary, Portage CyberTech Inc. ("Portage CyberTech") for accounting purposes, following Converge's decision to relinquish its right to majority representation on the board of directors of Portage CyberTech (the "Portage Board") pursuant to a voting agreement dated as of June 27, 2024 ("Voting Agreement").

In conjunction with the execution of the Voting Agreement, Portage CyberTech announced it has entered into a new stand-alone credit facility with the Canadian Imperial Bank of Commerce ("CIBC"), for up to $15 million, of which $10 million will be drawn immediately and the additional $5 million is contingent on achieving future financial targets.

"Successfully meeting the criteria necessary to deconsolidate Portage CyberTech from Converge is an important step for each company," stated Shaun Maine, Group CEO of Converge. "This pivot will allow Converge to remain a strong partner and advocate for Portage CyberTech's industry leading products and positions Portage CyberTech on its own accelerated growth path, operating completely independent of Converge."

Converge Group CEO, Shaun Maine will maintain the position as Chairman of the Portage Board, which consists of three members. Converge currently retains ownership of approximately 51% of the outstanding common shares of Portage CyberTech in addition to the $25 million long-term loan entered into with Portage CyberTech.

About Portage CyberTech, A Converge Company

Portage CyberTech powers trusted digital transactions between individuals, businesses, and government organizations. Driven by some of the most ambitious digital projects and our desire to raise the visibility of our clients at home and abroad, our committed team of experts in all things digital – identity, access management, trusted services, and communications, have created the solutions designed to reach your customers. For more information, visit portagecybertech.com.

About Converge

Converge Technology Solutions Corp. is a services-led, software-enabled, IT & Cloud Solutions provider focused on delivering industry-leading solutions. Converge's global approach delivers advanced analytics, artificial intelligence (AI), application modernization, cloud platforms, cybersecurity, digital infrastructure, and digital workplace offerings to clients across various industries. The Company supports these solutions with advisory, implementation, and managed services expertise across all major IT vendors in the marketplace. This multi-faceted approach enables Converge to address the unique business and technology requirements for all clients in the public and private sectors. For more information, visit convergetp.com.

Forward-Looking Information

This press release contains certain "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation regarding Converge, Portage Cybertech and their businesses. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected" "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts". "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

Although the Company bases these forward-looking statements on assumptions that it believes are reasonable when made, the Company cautions investors that forward-looking statements are not guarantees of future performance and that its or Portage Cybertech's actual results of operations, financial condition and position in the industry  in which they each operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Company or Portage Cybertech's results of operations, financial condition and position in the industry in which they each operate are consistent with the forward-looking statements contained in this press release, those results of developments may not be indicative of results or developments in subsequent periods.

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. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this press release represents the Company's expectations as of the date specified herein, and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information or to publicly announce the results of any revisions to any of those statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.

All of the forward-looking information contained in this press release is expressly qualified by the foregoing cautionary statements.

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SOURCE Converge Technology Solutions Corp.

FAQ

What does the deconsolidation of Portage CyberTech mean for Converge Technology Solutions CTSDF?

The deconsolidation means that Portage CyberTech will operate independently from Converge, allowing both companies to pursue their own growth paths.

When did Converge Technology Solutions deconsolidate Portage CyberTech?

Converge Technology Solutions deconsolidated Portage CyberTech on June 27, 2024.

What financial move did Portage CyberTech make after deconsolidation?

Portage CyberTech secured a new $15 million credit facility with CIBC, drawing $10 million immediately.

Does Converge Technology Solutions still have a stake in Portage CyberTech after deconsolidation?

Yes, Converge retains approximately 51% ownership of Portage CyberTech and a $25 million long-term loan.