Converge Technology Solutions Shareholders Approve the Acquisition by H.I.G. Capital

Rhea-AI Summary

Converge Technology Solutions (TSX: CTS) (OTCQX: CTSDF) shareholders have overwhelmingly approved the proposed acquisition by H.I.G. Capital at a special meeting held on April 10, 2025. The arrangement received 98.85% approval from voting shareholders, with 98.71% support from minority shareholders, excluding rollover equity agreement participants.

The transaction will provide shareholders with C$6.00 per share in cash consideration, except for certain shares held by Rollover Shareholders. The deal saw strong participation with 131,318,378 votes cast, representing 69.63% of outstanding shares.

The company will seek final approval from the Ontario Superior Court of Justice on April 16, 2025, with the arrangement expected to complete around April 22, 2025.

Positive

• Strong shareholder support with 98.85% approval for the acquisition
• Clear cash premium of C$6.00 per share for shareholders
• High voter turnout with 69.63% of shares represented

Negative

• Loss of public trading status following acquisition completion
• Certain shareholders with rollover agreements excluded from cash consideration

TORONTO and GATINEAU, QC, April 10, 2025 /PRNewswire/ - Converge Technology Solutions Corp. ("Converge" or the "Company") (TSX: CTS) (FSE: 0ZB) (OTCQX: CTSDF) is pleased to announce that at its special meeting of shareholders held today (the "Meeting"), holders (the "Shareholders") of Converge's common shares ("Common Shares") approved the special resolution authorizing the proposed acquisition of Converge by an affiliate of H.I.G. Capital ("H.I.G."), pursuant to a plan of arrangement under the Canada Business Corporations Act (the "Arrangement").

The special resolution approving the Arrangement was approved by (i) 98.85% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting; and (ii) 98.71% of the votes cast by Shareholders present in person (virtually) or represented by proxy and entitled to vote at the Meeting other than the votes cast by certain Shareholders who entered into rollover equity agreements with H.I.G. (the "Rollover Shareholders") and any other votes required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. A total of 131,318,378 votes were cast by Shareholders, representing approximately 69.63% of the votes attached to all the outstanding shares of the Company as at the record date of the Meeting.

Under the terms of the Arrangement, Shareholders will receive cash consideration of C$6.00 per Common Share (the "Consideration"), other than certain Common Shares held by the Rollover Shareholders. Further details regarding the Arrangement, including information regarding payment of the Consideration, can be found in the Company's management information circular dated March 10, 2025 (the "Circular") and in the Company's press release dated April 1, 2025. The Circular, accompanying letter of transmittal (the "Letter of Transmittal") and the press release are available under the Company's profile at www.sedarplus.ca. Registered Shareholders who have not already done so must complete and sign the Letter of Transmittal and return it, together with the certificate(s) / DRS advice(s) representing their shares and any other required documents and instruments, in accordance with the procedures set out in the Letter of Transmittal.

Converge will seek a final order of the Ontario Superior Court of Justice (Commercial List) to approve the Arrangement at a hearing expected to be held on April 16, 2025. The Arrangement is expected to be completed on or about April 22, 2025.

About Converge

Converge Technology Solutions Corp. is reimagining the way businesses think about IT—a vision driven by people, for people. Since 2017, we've focused on delivering outcomes-driven solutions that tackle human- centered challenges. As a services-led, software-enabled, IT & Cloud Solutions provider, we combine deep expertise, local connections, and global resources to deliver industry-leading solutions.

Through advanced analytics, artificial intelligence (AI), cloud platforms, cybersecurity, digital infrastructure, and workplace transformation, we empower businesses across industries to innovate, streamline operations, and achieve meaningful results. Our AIM (Advise, Implement, Manage) methodology ensures solutions are tailored to our customers' specific needs, aligning with existing systems to drive success without complexity.

Discover IT reimagined with Converge—where innovation meets people. Learn more at 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 and its business. 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.

Specifically, statements regarding the anticipated timing of the final order hearing and the completion of the Arrangement and other statements that are not statements of historical facts are considered forward-looking information. The anticipated dates indicated may change for a number of reasons, including the necessity to extend the time limits for satisfying the other conditions for the completion of the Arrangement. The forward-looking information are based on management's opinions, estimates and assumptions. While these opinions, estimates and assumptions are considered by the Company to be appropriate and reasonable in the circumstances as of the date of this press release, they are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, levels of activity, performance, or achievements to be materially different from those expressed or implied by such forward-looking information.

The forward-looking information are subject to significant risks including, without limitation: risks relating to the completion of the Arrangement and general economic conditions.

If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information.

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. 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 is the acquisition price per share for Converge Technology Solutions (CTSDF)?

H.I.G. Capital will pay C$6.00 per common share in cash to Converge Technology Solutions shareholders.

When is the Converge Technology Solutions (CTSDF) acquisition expected to close?

The acquisition is expected to complete on or about April 22, 2025.

What percentage of Converge Technology Solutions (CTSDF) shareholders approved the H.I.G. acquisition?

98.85% of voting shareholders approved the acquisition, with 98.71% approval from minority shareholders.

What is the next step in the Converge Technology Solutions (CTSDF) acquisition process?

Converge will seek final approval from the Ontario Superior Court of Justice at a hearing expected on April 16, 2025.

What percentage of Converge Technology Solutions (CTSDF) shares were represented in the acquisition vote?

69.63% of outstanding shares participated in the vote, totaling 131,318,378 votes.