Converge Announces Intention to Make Normal Course Issuer Bid
04 Dec, 2019, 17:00 ET
VANCOUVER and TORONTO, Dec. 4, 2019 /CNW/ - Converge Technology Solutions Corp. ("Converge" or the "Company") (TSXV: CTS) (FSE:0ZB) (OTCQX:CTSDF) announces that it has filed a Notice of Intention to Make a Normal Course Issuer Bid with the TSX Venture Exchange ("TSXV"), the implementation of which remains subject to TSXV approval. Pursuant to the proposed normal course issuer bid ("NCIB"), Converge proposes to purchase for cancellation through the facilities of the TSXV and/or permitted alternative trading systems, from time to time over the next 12 months, up to an aggregate of 4,025,120 of its issued and outstanding common shares (each, a "Common Share"), being 5% of the issued and outstanding Common Shares as of December 3, 2019.
The NCIB will commence three trading days after Converge receives TSXV approval and will remain in effect until the earlier of: (i) the date that is 12 months following commencement of the NCIB, (ii) the date upon which Converge acquires the maximum number of Common Shares permitted under the NCIB, or (iii) the date upon which Converge provides written notice of termination of the NCIB to the TSXV. Converge may not purchase more than 2% of the issued and outstanding Common Shares during any 30-day period, which as at December 3, 2019 represented 1,610,048 Common Shares.
Purchases of Common Shares under the NCIB will be made by Hampton Securities ("Hampton") in accordance with the applicable policies of the TSXV at the prevailing market price of such Common Shares at the time of purchase. All Common Shares acquired by the Company under the NCIB will be cancelled. The Company is implementing the NCIB because it believes that, from time to time, the market prices of its common shares may not fully reflect the underlying value of the Company's business and its future business prospects. Such purchases will be in the best interests of the Company and will be a desirable use of corporate funds.
Converge Technology Solutions Corp. combines innovation accelerators and foundational infrastructure solutions to deliver best-of-breed solutions and services to customers. The Company is building a platform of regionally-focused Hybrid IT solutions providers to enhance the ability to provide multi-cloud solutions, blockchain, resiliency, and managed services, enabling Converge to address the business and IT issues that public and private-sector organizations face today. For more information, visit http://www.convergetp.com.
Notice to Reader: Forward-Looking Statements
This news release contains certain "forward‐looking information" and "forward‐looking statements" (collectively, "forward‐looking statements") within the meaning of applicable Canadian securities legislation regarding Converge and its business. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could, "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward‐looking statements. Forward‐looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward‐looking statements. Except as required by law, Converge assumes no obligation to update the forward‐looking statements of beliefs, opinions, projections, or other factors, should they change. The reader is cautioned not to place undue reliance on forward‐looking statements.
For a detailed description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's filing statement dated November 1, 2018 which is available on SEDAR under the Company's profile at www.sedar.com in addition to the consolidated financial statements for the years ended December 31, 2018 and 2017 together with the corresponding Management's Discussion and Analysis for additional risk factors described under "Risks and Uncertainties".
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.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws, unless an exemption from such registration is available.
SOURCE Converge Technology Solutions Corp.
For further information: Mary Anne Palangio, Chief Financial Officer, Converge Technology Solutions Corp., Email: [email protected], Phone: 416-360-1495; Virtus Advisory Group, Shareholder Inquiries, Email: [email protected], Phone: 416-644-5081
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