Givex has announced that Shift4 will acquire all issued and outstanding shares of Givex through a statutory plan of arrangement under the Business Corporations Act (Ontario). The transaction involves Givex shareholders receiving CAD 1.50 in cash per share, valuing Givex at approximately CAD 200 million on a fully diluted basis.

This cash offer represents a 64% premium over the 20-day volume-weighted average price (VWAP) of Givex shares on the Toronto Stock Exchange as of 23 August 2024. The transaction will be carried out via a statutory plan of arrangement and is subject to customary closing conditions, including shareholder approval. All outstanding in-the-money options and warrants of Givex will be settled in cash and subsequently cancelled.

Givex's board of directors has approved the transaction following a recommendation from a special committee of independent directors. A majority of Givex's directors, executive officers, and significant shareholders, representing 57.4% of the company’s shares, have agreed to vote in favor of the deal. Details on the acquisition The transaction requires approval from the Ontario Superior Court of Justice and a two-thirds majority of Givex shareholders at a special meeting.

The deal also includes provisions for a right-to-match any superior proposals and a termination fee of CAD 7.75 million if the agreement is terminated under specified conditions. Canaccord Genuity provided a fairness opinion, asserting that the consideration offered is fair from a financial perspective. The special meeting for shareholder approval is expected to be held in early November 2024, with the transaction anticipated to close within the same month.

After completion, Givex shares are expected to be de-listed from the TSX, and Givex will seek to cease being a reporting issuer under Canadian securities laws. Relevant documents will be filed with securities regulators and available on the company's SEDAR+ profile. .