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Quisitive agrees to sell BankCard USA to BUSA Acquisition Co.

Thursday, March 28, 2024 — 12:40:51 (EDT)

TORONTO, March 27, 2024 (GLOBE NEWSWIRE) -- Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS, OTCQX: QUISF), a premier Microsoft Cloud and AI solutions provider, announced that it has entered into a definitive stock purchase agreement dated March 27, 2024 (the “Agreement”) pursuant to which Quisitive has agreed to sell its BankCard USA Merchant Services, Inc. (“BankCard”) business unit (the “Transaction”) to BUSA Acquisition Co. (the “Acquiror”), a Nevada incorporated entity owned by a consortium of current employees of BankCard, including Shawn Skelton, Scott Hardy and Jason Hardy, as well as other arm’s length third parties. The details of the Transaction are set forth in the Agreement, which was negotiated at arm’s length, and further summarized below.

“Over the past twelve months, Quisitive’s executive leadership team and board of directors have taken decisive actions to focus resources on our core Microsoft cloud and AI business where we have meaningful scale, de-risk the organization, reduce volatility and meaningfully strengthen the balance sheet,” said Mike Reinhart, Chief Executive Officer of Quisitive. “The divestiture of PayiQ and the Bankcard payments business allows management to focus on the growing market demand for Microsoft Cloud and AI solutions and services. We will continue to evaluate strategic options available to the Company to further enhance its growth, development, and prosperity in the short and long terms with the goal of maximizing shareholder value.”

“We are excited to announce the acquisition of BankCard USA and look forward to this exciting new chapter for the business,” said Felix Danciu, CEO of Elmcore Group, Inc. “We want to especially thank Mr. Reinhart and the board of directors of Quisitive for their collaborative efforts on this transaction, and congratulate them on their pathway forward. We’d also like to thank WhiteHorse Capital for their financial support. Furthermore, we are delighted to reveal that Quisitive will be supporting BankCard by supplying Microsoft cloud licensing and managed services as part of a three-year agreement to facilitate our business operations.”

BankCard will continue to be led by Shawn Skelton as CEO, Scott Hardy as President, and Jason Hardy as COO, with Felix Danciu joining as CFO. William Hui-Chung Chang will also join as Chairman and both Vijay Jog and Gary Prioste as board members, in addition to the four executives as board members.

Compelling Strategic and Financial Benefits:

Transaction Simplifies Company into a Pure-Play Microsoft Cloud and AI Solutions Provider: The divestiture of the Payments arm simplifies the Company into a single segment, as a leading global partner of Microsoft, focusing on offering transformative solution services and upholding high standards of customer service.

Improved Financial Profile with US$34.6 million Debt Reduction and Pro Forma trailing twelve month (“TTM”) Adjusted EBITDA of US$16.4 million as of December 31, 2023: Following the close of the Transaction, the Company will have US$34.0 million in debt, implying a pro forma leverage ratio of approximately 2.1x net debt to TTM Adjusted EBITDA. Assuming the Transaction closes on the basis currently contemplated, the Company is providing guidance for fiscal 2023 as if the Transaction and the divestiture of PayiQ (which was completed in January 2024) closed on January 1, 2023 with pro forma Adjusted EBITDA expected to be US$16.4 million. The pro forma Adjusted EBITDA run rate includes full year adjustments for headcount capacity savings made during fiscal 2023 as well as corporate cost savings that will be realized after the completion of both the Transaction and divestiture of PayiQ. Less than all of the savings were realized in fiscal 2023 (with the balance expected to be realized in fiscal 2024) which will result in the Company reporting fiscal 2023 results that will be lower than the pro forma Adjusted EBITDA of US$16.4 million.

Meaningful Growth Initiatives in Microsoft Artificial Intelligence Services and Recurring Revenue: The Company expects to capitalize on customer interest in artificial intelligence by rolling out Microsoft solutions in Azure OpenAI and CoPilot. To enhance shareholder value, the Company expects to expand recurring managed services, develop custom copilot solutions, and Industry Software as a Service (SaaS) offerings, such as MazikCare and MazikCare CoPilot, a proprietary offering purpose-built for healthcare.

Transaction Summary

Pursuant to the terms of the Agreement, the consideration to be received by Quisitive for the sale of BankCard consists of: (i) US$40,000,000 in cash; (ii) the return by the Acquiror of 133,095,158 common shares of Quisitive (the “Quisitive Shares”) to a wholly-owned subsidiary of Quisitive; and (iii) delivery by the former vendors of BankCard of a settlement agreement releasing Quisitive (and certain of its subsidiaries) of any and all obligations to pay a US$10,000,000 earnout payment (plus accrued interest) as provided pursuant to the terms of a stock purchase agreement between Quisitive, a wholly-owned subsidiary of Quisitive, and the former vendors of BankCard dated March 29, 2021. Following the completion of the Transaction and the return and cancellation of the Quisitive Shares by Quisitive, a total of 272,532,461 Quisitive Shares will remain issued and outstanding. No new Insiders or Control Persons (as each such term is defined under the policies of the TSX Venture Exchange (the “TSXV”)) will be created as a result of the cancellation of the Quisitive Shares, and no single person will own or control, directly or indirectly, over 50% of the Quisitive Shares. The parties to the Transaction have agreed to full and final customary mutual releases. Total fees payable by the Company in connection with the Transaction are estimated to be approximately US$2 million, which includes payments to the Company’s advisors listed under the heading “Advisors” below and the sole finder’s fees payable by the Company to William Blair & Company, L.L.C. in accordance with the policies of the TSXV. The summary of the key terms of the Agreement referred to herein are expressly qualified in their entirety by the full text of the Agreement, a copy of which will be filed and available for download on the Company’s issuer profile on SEDAR+ at www.sedarplus.ca. Completion of the Transaction is expected to occur on or before April 30, 2024.

Concurrently with the execution of the Agreement, Acquiror entered into a loan and security agreement establishing credit facilities (the “BUSA Credit Facilities”) with WhiteHorse Capital Management, LLC as the lead arranger, the administrative agent and collateral agent, and certain affiliates of WhiteHorse Capital Management, LLC as the initial lenders thereunder (the “Lenders”), pursuant to the terms of which the Lenders will provide the Acquiror with up to an aggregate of US$49 million of senior secured debt financing. The BUSA Credit Facilities consist of a US$44 million senior secured term loan (the “BUSA Term Loan”), a portion of which will be advanced to fund the cash portion payable in connection with Transaction, and US$5 million of senior secured revolving credit commitments, which may be used for funding general working capital requirements from time to time. The Lenders have committed to advancing the full amount of the BUSA Term Loan on the closing date of the Transaction, subject to the satisfaction of certain customary conditions precedent which Acquiror expects to satisfy on or before the closing of the Transaction.

The TSXV has conditionally approved the Transaction. In accordance with the policies of the TSXV, the Company also received the requisite consent from the majority of disinterested shareholders (which excluded the 133,095,158 Quisitive Shares held by the Acquiror) by written resolution approving the proposed Transaction. Closing of the Transaction is subject to the final approval of the TSXV (including payment of the finder’s fees), which is subject to the completion of customary requirements, including the receipt of all required documentation. Closing of the Transaction is also subject to receipt of third-party consents together with other customary closing conditions of a transaction of this nature.

The Acquiror is considered a “related party” of Quisitive by virtue of its beneficial ownership of, or control or direction over, directly or indirectly, 133,095,158 Quisitive Shares, which represents approximately 33% of the issued and outstanding Quisitive Shares, and therefore the Transaction is a “related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company will be exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with Transaction in reliance of sections 5.5(b) and 5.7(1)(e) of MI 61-101. A material change report will be filed in connection with Transaction less than 21 days in advance of the closing of the Transaction, which the Company deemed reasonable in the circumstances so as to be able to complete the Transaction in an expeditious manner.

Advisors

William Blair & Company, L.L.C. acted as financial advisor and Bass, Berry & Sims PLC and Cassels Brock & Blackwell LLP acted as legal counsel to the Company in connection with the Transaction. Stikeman Elliott LLP and Shearman & Sterling LLP acted as legal counsel to the Acquiror. McDermott Will & Emery LLP acted as legal counsel to the Lenders.

Corporate Updates

The Company is also pleased to announce the appointment of Nick Lim as Chair of the Board. Mr. Lim was first appointed as an independent director of the Company on October 12, 2023.

Fiscal Year 2023 and 2024 Guidance

Quisitive is providing the following guidance for fiscal years 2023 and 2024:

Low (US$) High (US$) Fiscal Year 2023 Revenue 121,000,000 121,400,000 Fiscal Year 2023 Pro Forma Adjusted EBITDA 16,200,000 16,600,000 Fiscal Year 2024 Revenue 123,000,000 137,000,000 Fiscal Year 2024 Pro Forma Adjusted EBITDA 15,000,000 18,000,000

The Revenue and Pro Forma Adjusted EBITDA for fiscal year 2023 are based on the assumption that both the Transaction and the divestiture of PayiQ, which was completed in January 2024, were finalized on January 1, 2023. This calculation only includes outcomes for the remaining Cloud segment and corporate expenses. For fiscal year 2024, the Revenue and Pro Forma Adjusted EBITDA projections also assume the completion of the Transaction and the divestiture of PayiQ on December 31, 2023, focusing solely on financial forecasts for the remaining Cloud segment and corporate costs.

Loan Facility

Quisitive also announced that it has signed a term sheet with respect to a proposed second amendment and restatement to its existing credit facility (the “Quisitive Credit Facility”) with a syndicate of institutions led by Bank of Montreal and including Desjardins Capital Markets that, among other things, will provide for a reduction of the Company’s: (i) term loan credit facility from approximately US$68.6 million to US$34 million; and (ii) revolving loan credit facility from US$5 million to US$3.5 million. The amendment to the Quisitive Credit Facility will result in a significant reduction of interest payments owed by the Company. A portion of the cash proceeds to be received from the sale of BankCard will be used to partially repay the existing Quisitive Credit Facility, which is expected to occur concurrently on completion of the Transaction.

About Quisitive:

Quisitive (TSXV: QUIS, OTCQX: QUISF) is a premier, global Microsoft partner leveraging the power of the Microsoft cloud platform and artificial intelligence, alongside custom and proprietary technologies, to drive transformative outcomes for its customers. Our Cloud Solutions business focuses on helping enterprises across industries leverage the Microsoft platform to adopt, innovate, and thrive in the era of AI. For more information, visit www.Quisitive.com and follow @BeQuisitive.

Quisitive Investor Contact

Matt Glover and John Yi Gateway Investor Relations QUIS@gatewayir.com 949-574-3860

Tami Anders Chief of Staff tami.anders@quisitive.com 972.573.0995

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Source: Company press release.