The Company is pleased to announce that it has entered into an arrangement agreement with an affiliate of H.
As a result of the Transaction, Mainline will become a subsidiary of H.I.G.
"Converge stands out as an organization that understands where technology trends are going in the IT market and has aligned its business accordingly, and it has a proven reputation as a trusted advisor to its customers," said the Managing Director at H.I.G. Capital.
Greg Berard, Chief Executive Officer of Converge, stated that they are proud to begin a new chapter with H.I.G. Capital.
Mainline's focus on hybrid cloud, on-premises infrastructure, cybersecurity, and software solutions complement Converge's established.
Preliminary Q4 FY2024 results are expected to be at the high end of our previously provided range of gross profit and adjusted EBITDA.
The Transaction, which was unanimously approved by the Board of Directors of Converge, with an interested director abstaining from voting, is to be carried out by way of a special committee of independent directors.
The Company and the Special Committee were advised by highly qualified legal and financial advisors and the process resulted in terms and conditions that are reasonable.
In certain circumstances, a C$34 million termination fee would be payable by Converge.
The all-cash transaction will provide immediate cash to shareholders while establishing a strategic partner for Converge.
During the pendency of the Transaction, the regular quarterly dividend of Converge will not be declared.
The Rollover Shareholders will roll certain of their Common Shares in the Company for equity interests in an affiliated entity of H.I.G.
The Company's directors, senior executive officers and certain other large shareholders have each entered into voting support agreements to vote their shares in favour of the Transaction.
The Transaction will be subject to a number of closing conditions, including shareholder approval, as well as court and regulatory approvals and clearances.
The details of the transaction are set out in the arrangement agreement.
The Board unanimously approved the Transaction and decided that it was in the best interest of the Company.
Origin Merchant Partners was engaged as an independent financial advisor and provided a fairness opinion to the Special Committee.
The legal advisors to H.I.G. are Weil, Gotshal & Manges.

Source prnewswire