Glass Lewis Recommends Shareholders Of VersaPay Vote FOR The
TORONTO, Feb. 3, 2020 /PRNewswire/ - VersaPay Corporation (TSXV: VPY) (the "Company" or "VersaPay"), is pleased to announce that Glass Lewis & Co. LLC ("Glass Lewis"), a leading independent proxy advisory firm, has recommended that shareholders of VersaPay (the "Shareholders") vote FOR the proposed acquisition by 1233518 B.C. Ltd., an affiliate of Great Hill Partners, of all of the issued and outstanding common shares of the Company ("VersaPay Shares") by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "Arrangement") for consideration of $2.70 for each VersaPay Share held.
In making its recommendation that Shareholders vote FOR the Arrangement, Glass Lewis stated: "Given the Company's capital restraints and considering that the board appears to have adequately considered the Company's strategic and transaction alternatives, ultimately arriving at a proposed transaction that provides shareholders with certain value and liquidity for their shares at a significant premium, we believe shareholders have more than sufficient cause to approve the proposed arrangement as the best path to maximize the value of their shares at this time. Based on these factors, along with the support of the board, we believe the proposed acquisition is in the best interests of shareholders."
Glass Lewis' endorsement follows a report by Institutional Shareholder Services Inc. ("ISS"), also a leading independent proxy advisor firm, that recommended Shareholders vote FOR the Arrangement. VersaPay disclosed ISS' recommendation in a press release dated January 29, 2020.
Your vote is important regardless of the number of VersaPay Shares you own. As a Shareholder, it is very important that you carefully read the management information circular dated January 15, 2020 (the "Circular") and related materials with respect to the special meeting of Shareholders (the "Meeting") and then vote your VersaPay Shares. You are eligible to vote your VersaPay Shares if you were a Shareholder of record at the close of business on January 8, 2020.
HOW TO VOTE
Shareholders are encouraged to vote today using the internet or telephone.
Registered Shareholders may vote by:
Non-registered Shareholders may vote by:
Shareholders who hold VersaPay Shares through a bank, broker or other intermediary will have different voting instructions and should carefully follow the voting instructions provided to them. In most cases, non-registered Shareholders will receive a voting instruction form as part of the meeting materials. A non-registered Shareholder can complete the voting instruction form by: (i) calling the phone number listed thereon, or (ii)through the Internet at www.proxyvote.com.
YOUR VOTE IS IMPORTANT - PLEASE VOTE TODAY
The Meeting will be held on Friday, February 14, 2020 at 10:00 a.m. (Toronto Time), at the offices of Cassels Brock & Blackwell LLP, Suite 2100, Scotia Plaza, 40 King Street West, Toronto, Ontario.
Shareholder Questions and Assistance
If you have any questions or require assistance voting your VersaPay Shares, please contact our proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or outside North America at +1 416 304-0211, or by e-mail at [email protected].
About Great Hill Partners
Great Hill Partners is a Boston-based private equity firm targeting investments of US$25 million to US$500 million in high-growth companies across the consumer, digital infrastructure, financial technology, healthcare, and software sectors. Over the past two decades, Great Hill has raised nearly US$8 billion of commitments and invested in more than 75 companies, establishing an extensive track record of building long-term partnerships with entrepreneurs and providing flexible resources to help middle-market companies scale. For more information, visit www.greathillpartners.com.
About VersaPay Corporation
VersaPay is a Fintech company and leading provider of cloud-based invoice-to-cash solutions, enabling businesses to provide a superior customer experience, get paid faster, streamline financial operations, and dramatically reduce DSO and costs. VersaPay ARC is the first platform to provide Customer-Centric ARTM with a customer self-service environment to view invoices online, collaborate on inquiries and disputes, and facilitate secure online payments (EFT/ACH and credit card). Businesses gain access to a suite of powerful tools that enable efficient collections, cash application and real-time insight into accounts receivable. VersaPay ARC automatically reconciles payments and account information through integrations with a wide range of ERPs and accounting software providers.
Forward Looking and Other Cautionary Statements
This press release contains "forward-looking information" which may include, but is not limited to, statements with respect to the Meeting and the completion of the Arrangement, including expected timing, and statements with respect to the anticipated benefits of the Arrangement to VersaPay and the Shareholders. Generally, forward-looking information can be identified by the use of terminology such as "anticipates", "believes", "expects", "plans", "intends", "estimates", "schedules", "forecasts", "budgets", "proposes", or variations or comparable language of such words and phrases or statements that certain actions, events or results "may", "could", "would", "should", "might" or "will", "occur" or "be achieved" or the negative connotation thereof.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue or incorrect, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. Readers should not place undue reliance on forward–looking information. Factors that could cause actual results to differ materially from any forward–looking information include, but are not limited to, the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons, the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement, and changes in equity markets. Specific reference is made to the "Risk Factors" section of the Circular which is available on SEDAR at www.sedar.com for a discussion of some of the factors and risks underlying forward–looking information. All of the forward–looking information in this news release is qualified by these cautionary statements and are made as of the date hereof. The Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
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SOURCE VersaPay Corporation