SAN DIEGO, CA, Jan. 26, 2016 /CNW/ - Pivot Technology Solutions, Inc. ("Pivot" or the "Company") (TSX-V: PTG) today announced that it has entered into an arrangement agreement (the "Arrangement Agreement") with PTS Holdings Corporation ("PTS Holdco"), a company controlled by a group of investors that includes two of the Company's founders (the "Founder Group"), and PTS Income Corp ("Income Corp"), a special purpose corporation that will receive cash distributions under the terms of preferred securities to be issued to Income Corp by a successor to the Company.  Under the terms of the Arrangement Agreement, once all shareholder, court and regulatory approvals are obtained, and subject to the satisfaction of other customary conditions of closing, the current common shares held by Pivot shareholders (the "Common Shares"), other than the members of the Founder Group, will be exchanged for preferred securities (the "Preferred Securities") of Income Corp (collectively, the "Transaction").  The Founder Group controls a combined 30,446,880 Common Shares.

John Sculley, the Chair of the Company's Board of Directors, controls an additional 9,375,000 Common Shares, and upon completion of the Transaction these Common Shares will be exchanged for Preferred Securities.  Both the Founder Group and John Sculley will vote in favour of the Transaction.

Highlights of the Transaction

• An exchange of Common Shares for Preferred Securities with a face value equivalent of $0.70 per Common Share
• Quarterly distributions on the Preferred Securities, representing an annual yield of 12.85% of face value, a three-fold increase on the current rate of Common Share dividends (equivalent to $0.09 per annum per Common Share)
• Preferred Securities will be perpetual securities
• Listing application for Preferred Securities has been made to the TSX Venture Exchange (there is no assurance that the TSX Venture Exchange will grant conditional or any other acceptance to the listing of the Preferred Securities); Common Shares to be de-listed from the TSX Venture Exchange
• Founder Group to control the successor entity to the Company

The Consideration

Upon completion of the Transaction, holders of Pivot Common Shares will receive one Preferred Security, with a face value of $10.00, for every 14.286 Common Shares of Pivot, representing $0.70 per existing Common Share based on the face value of the Preferred Securities to be issued in exchange for Common Shares.  The closing trading price of Pivot's Common Shares on January 25, 2016 was $0.53 and the volume weighted average trading price of Pivot Common Shares for the ten trading days up to and including January 25, 2016 was $0.516.  Subject to the terms of the indenture creating the Preferred Securities, holders of each Preferred Security will receive quarterly distributions of $0.321 ($1.285 per annum), representing an annual yield of 12.85% based on the face value of the Preferred Securities.  The quarterly distributions to be paid to Preferred Securities holders represent a three-fold increase from the current quarterly dividend of $0.0075 ($0.03 per annum), paid in respect of the Common Shares. The Preferred Securities will be perpetual securities having no fixed maturity date or redemption date.  Distributions on the Preferred Securities may be deferred at the option of Income Corp and the payment of deferred interest would be voluntary except in the event of liquidation. No distributions may be paid in respect of any securities that rank junior to the Preferred Securities, including common shares, unless distributions to Preferred Securities holders are up to date. The Preferred Securities will be secured by a pledge of preferred securities issued to Income Corp by a successor to the Company, which preferred securities will have similar terms to the Preferred Securities.  Upon completion of the Transaction, PTS Holdco will acquire all of the Common Shares of Pivot, the Common Shares will be de-listed from the TSX Venture Exchange and PTS Holdco will be wholly owned by the Founder Group.   Application has been made to the TSX Venture Exchange to list the Preferred Securities.  There is no assurance that the TSX Venture Exchange will grant conditional or any other acceptance to the listing of the Preferred Securities.

Special Committee and Financial Advisors – Fairness Opinion

The Transaction is a "business combination" for the purposes of Canadian securities legislation.  Accordingly, the board of directors (the "Board") of the Company appointed a special committee (the "Special Committee") of independent directors to review the terms of the Transaction and make a recommendation to the Board.  Deloitte LLP ("Deloitte") acted as financial advisor to the Special Committee in connection with the Transaction and has provided its fairness opinion to the Special Committee that, subject to review of the final form of documents affecting the Transaction, as at the date of the Arrangement Agreement, the consideration to be received by Pivot shareholders pursuant to the Transaction is fair, from a financial point of view, to non-Founder Group Pivot shareholders (the "Fairness Opinion").

Recommendation of the Special Committee and Pivot Board

The Special Committee unanimously determined that the Transaction is in the best interests of the Company and recommended to the Board that the Company enter into the Arrangement Agreement and associated agreements required to give effect to the Transaction.  The Special Committee also recommended to the Board that it recommend that the shareholders vote in favor of the Transaction. Based on the Fairness Opinion and the recommendation of the Special Committee, the Board has: (i) determined that the Transaction is in the best interests of Pivot; (ii) resolved to recommend that Pivot shareholders vote in favor of the Transaction; and (iii) determined that the consideration to be received by non-Founder Group Pivot shareholders pursuant to the Transaction is fair, from a financial point of view, to those shareholders.

Commentary

"We agree with the conclusions of the Fairness Opinion from Deloitte, and believe that the Preferred Securities represent an attractive investment opportunity for our shareholders" said Doug Stuve, Chair of the Special Committee.  "Pivot has a track record of generating positive cash flow and this transaction provides an opportunity for Pivot's shareholders to receive significantly enhanced distributions derived from Pivot's underlying businesses."

Special Meeting of Shareholders – Approval requirements

The Board of Directors of Pivot intends to call a special meeting (the "Meeting") of Pivot shareholders, where the Company will seek approval of the Transaction, anticipated to be held in April 2016. 

In accordance with requirements of applicable corporate law and securities law (including the requirements of Multilateral 61-101 – Protection of Minority Security Holders in Special Transactions applicable to a "business combination"), the required level of approval for the special resolution approving the Transaction will be (a) two thirds of the votes cast on the special resolution by shareholders present in person or represented by proxy at the Meeting and (b) a majority of the votes attached to the common shares held by shareholders present in person or represented by proxy at the Meeting, excluding for this purpose votes attached to common shares held by members of the Founder Group and related parties.

Arrangement Agreement

The Arrangement Agreement is subject to customary provisions, conditions of closing and termination rights, including termination at any parties' option if the Transaction has not been completed by May 31, 2016.  In addition, the Company has the right to terminate the Arrangement Agreement if prior to obtaining shareholder approval, the Board authorizes the Company to enter into a definitive agreement in respect of a "Superior Proposal" (as defined).  Termination of the Arrangement Agreement would not result in the payment of a termination fee.

Governance of PTS Holdco and Income Corp.

The Arrangement Agreement provides that effective on closing, PTS Holdco (as successor to the Company) will enter into a relationship agreement with Income Corp, pursuant to which Income Corp would have the right to nominate a minimum of one-third of the directors of PTS Holdco. The balance of the directors of PTS Holdco will be appointed by the Founder Group.

The board of Income Corp will consist of three current independent directors of the Company, each of whom will also be a trustee of a voting trust that will hold the sole common share of Income Corp.

The Founders

Upon completion of the Transaction, the Founder Group will own all of the shares of PTS Holdco and accordingly will control 100% of the Company.  The members of the Founder Group consist of entities controlled by Gordon McMillan, a director of the Company, Shane Maine and Dana Gilman.

Closing Conditions and Completion

The Transaction is subject to various closing conditions, including receipt of Court approval, shareholder approval, and stock exchange approval to the listing of the Preferred Securities.  Upon receipt of required approvals, the Company anticipates completion of the Transaction in the second quarter of 2016.

Further Details

Further details with respect to the Transaction will be included in the information circular to be mailed to Pivot shareholders in connection with the Special Meeting. The information circular and other relevant documents relating to the Transaction, including the Arrangement Agreement, will be filed on Pivot's SEDAR profile and will be available for viewing at www.sedar.com.  All references in this press release to "$" are to Canadian dollars.

Conference Call

The Company will host a conference call on January 26, 2016 at 11:00 am ET.

About Pivot Technology Solutions, Inc.

Together with its portfolio companies and partners, Pivot delivers solutions that enable organizations to design, build, implement and maintain computing and communication infrastructure that addresses their unique business needs. Pivot's approach supports improvement of business performance, helps organizations reduce capital and operating expenses, and accelerates the delivery of new products and services to end-customers. With over 2,000 clients, many of whom are Fortune 1,000 companies, Pivot extends its value added solutions to help organizations of all sizes improve operating efficiency, reduce complexity and enhance service delivery through virtualization and cloud computing. Pivot enables businesses to extend their enterprise through mobility solutions to better connect business partners and customers. Pivot has offices throughout North America and can be found online at www.pivotts.com.

Forward-Looking Statements

This news release contains statements that, to the extent they are not recitations of historical fact, may constitute "forward-looking statements" within the meaning of applicable Canadian securities laws.  Forward-looking statements include statements regarding the timing of completion of the Transaction on the terms set out in the Arrangement Agreement, if at all, satisfaction of all conditions precedent to the Transaction including receipt of Court approval, shareholder approval and stock exchange approval to the listing of the Preferred Securities, the receipt by shareholders of regular distributions on the Preferred Securities and the assumptions underlying any of the foregoing.  Pivot uses words such as "may", "would", "could", "will", "likely", "expect", "believe", "intend" and similar expressions to identify forward-looking statements.  Any such forward-looking statements are based on assumptions and analyses made by Pivot in light of its experience and its perception of historical trends, current conditions and expected future developments, including the assumption that the Transaction will be completed on the terms set out in the Arrangement Agreement, the receipt of Court approval, shareholder approval and stock exchange approval to the listing of the Preferred Shares, that Pivot will be in a financial position to pay distributions to Income Corp in subsequent periods, that the generation of positive cash flows by Pivot will continue, as well as other factors Pivot believes are appropriate under the relevant circumstances.  However, whether actual results and developments will conform to Pivot's expectations and predictions is subject to any number of risks, assumptions and uncertainties.  Many factors could cause Pivot's actual results, to differ materially from those expressed or implied by the forward-looking statements contained in this news release.  These factors include, without limitation: the possibility that the business and cash flow generation of Pivot may not be as expected; the ability of Pivot to complete the Transaction, including receipt of Court approval, shareholder approval and stock exchange approval for the listing of the Preferred Securities required for the Transaction may not obtained on the terms expected or on the anticipated schedule, Pivot's ability to meet expectations regarding the timing, completion and accounting and tax treatments of the transaction.  Pivot cautions that the foregoing list of important factors that may affect the Transaction and future results is not exhaustive.  Additional information about these factors and about the material assumptions underlying such forwardlooking statements may be found in Pivot's management's discussion and analysis which is available on SEDAR at www.sedar.com.  The "forward-looking statements" contained herein speak only as of the date of this press release and, unless required by applicable law, the Company undertakes no obligation to publicly update or revise such information, whether as a result of new information, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Pivot Technology Solutions, Inc.