Q4 Inc. (TSX:QFOR) (“Q4” or the “Company”), the leading capital markets access platform, today announced that independent proxy advisory firm Glass Lewis & Co. (“Glass Lewis”) recommends holders (the “Shareholders”) of the Company’s common shares (the “Common Shares”) vote “FOR” the proposed arrangement transaction (the “Arrangement”) whereby Q4 would be acquired by a newly formed entity controlled by Sumeru Equity Partners (“Sumeru”), a leading technology-focused investment firm. Previously, proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) also recommended in favor of the Arrangement. A special meeting of Shareholders (the “Special Meeting”) related to the proposed Arrangement will be held on January 24, 2024 at 10:00 a.m. (Toronto Time).
In its report recommending support for the Arrangement, Glass Lewis notes:
- “All told, we believe the board has presented a sufficient case to support its view that the strategic opportunity presented by the Purchaser is attractive.”
- “In terms of rationale underpinning the transaction, we highlight that the all-cash offer presents certain and immediate value and liquidity for shareholders at meaningful short- and long-term market premiums…”
- “As we believe the assumptions and methodologies used by [Stifel Nicolaus Canada Inc.] are broadly reasonable, we consider the fairness opinion to provide a basis to suggest that the merger consideration is within a fair and reasonable range, from the point of view of Q4 shareholders.”
- “Commenting on the post-announcement market reaction, we believe the consistently narrow and positive arbitrage spread since announcement suggests that the market expects the transaction to close and that it would be unlikely for any superior offer to emerge at this time.”
Previously, ISS also highlighted the merits of the transaction:1
- “The offer represents a significant premium to the unaffected price and the valuation appears credible.”
- “The sale process was ultimately conducted on a comparable basis to other recent notable Canadian software transactions and helped facilitate price discovery.”
Julie Silcock, independent director and Chair of the Q4 Board of Directors’ Special Committee said, “Glass Lewis joining ISS in supporting the proposed Arrangement with Sumeru is further validation of the fairness of the transaction. As both independent proxy advisory firms concluded, the Arrangement reflects a significant premium, which was reached following a robust strategic review process, and delivers certainty and liquidity for Q4 Shareholders. We encourage Shareholders to vote for the proposed Arrangement at the Special Meeting.”
Q4 encourages all Shareholders to follow the recommendation of both ISS and Glass Lewis and vote “FOR” the proposed Arrangement by January 22, 2024 at 10 a.m. (Toronto Time).
Due to the Essence of Time, Shareholders are encouraged to vote online or by telephone as described in the enclosed voting form and on Q4’s website at: https://investors.q4inc.com/Special-Meeting.
The proxy voting deadline is on January 22, 2024 at 10 a.m. Toronto Time.
Shareholder Questions and Assistance
Shareholders who have questions regarding the Arrangement or require assistance with voting may contact Laurel Hill Advisory Group, the Company’s shareholder communications advisor and proxy solicitation agent at:
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184 (+1 416-304-0211 Outside North America)
Email: assistance@laurelhill.com.
About Q4 Inc.
Q4 Inc. (TSX: QFOR) is the leading capital markets access platform that is transforming how issuers, investors, and the sell-side efficiently connect, communicate, and engage with each other.
The Q4 Platform facilitates interactions across the capital markets through IR website products, virtual events solutions, engagement analytics, investor relations CRM, shareholder and market analysis, surveillance, and ESG tools. The Q4 Platform is the only holistic capital markets access platform that digitally drives connections, analyzes impact, and targets the right engagement to help public companies work faster and smarter.
The company is a trusted partner to more than 2,500 public companies globally, including many of the most respected brands in the world, and maintains an award-winning culture where team members grow and thrive.
Q4 is headquartered in Toronto, with offices in New York and London. Learn more at investors.Q4inc.com.
About Sumeru Equity Partners
Sumeru Equity Partners provides growth capital at the intersection of people and innovative technology. Sumeru seeks to embolden innovative founders and management teams with capital and scaling partnership. Sumeru has invested over US$3 billion in more than fifty platform and add-on investments across enterprise and vertical SaaS, data analytics, education technology, infrastructure software and cybersecurity. The firm typically invests in companies throughout North America and Europe. For more information, please visit sumeruequity.com.
Cautionary Note Regarding Forward-Looking Information
This release includes “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements with respect to the purchase by the Purchaser of all of the issued and outstanding Common Shares, the rationale of the Board for entering into the Arrangement Agreement, the anticipated timing and the various steps to be completed in connection with the Arrangement, including receipt of Shareholder and court approvals, the anticipated timing for closing of the Arrangement.
In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as “plans” “targets”, “expects” or “does not expect”, “is expected”, “an opportunity exists”, “is positioned”, “estimates”, “intends”, “assumes”, “anticipates” or “does not anticipate” or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might”, “will” or “will be taken”, “occur” or “be achieved”. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management’s current beliefs, expectations, estimates and projections regarding future events and operating performance. Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the possibility that the proposed Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, or at all, the possibility of the Arrangement Agreement being terminated in certain circumstances, the ability of the Board to consider and approve a Superior Proposal for the Company, and the other risk factors identified under “Risk Factors” in the Company’s latest annual information form and management’s discussion and analysis for the year ended December 31, 2022 and in the management’s discussion and analysis for the period ended September 30, 2023, and in other periodic filings that the Company has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under the Company’s SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect the Company. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release.
Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. 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 statements. The forward-looking statements represent the Company’s expectations as of the date of this release (or as the date it is otherwise stated to be made) and are subject to change after such date. However, the Company disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this release are expressly qualified by the foregoing cautionary statements.
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1 Permission to quote ISS was neither sought nor obtained.
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