Quisitive Shareholders for Accountability Announce Intent to Requisition a Special Meeting of Shareholders to Restore Value and Reconstitute the Board at Quisitive Technology Solutions, Inc.
- Quisitive Shareholders for Accountability have Attempted to Engage Constructively with Quisitive but have been Disappointed by the Board's Entrenchment Tactics and Pattern of Bad Faith Interactions
- Immediate Board Leadership Change is Required to Address Massive Value Destruction and Chronic Underperformance Plaguing Quisitive
- Quisitive's Board has left the Quisitive Shareholders for Accountability with No Choice but to Take Action to Prevent Further Value Destruction
TORONTO, Oct. 2, 2023 /CNW/ - Quisitive Technology Solutions, Inc. ("Quisitive" or the "Company") (TSXV: QUIS) (Other OTCQX: QUISF) shareholders (the "Quisitive Shareholders for Accountability", "We", "Us" or "Our"), including Shawn Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason Hardy and Scott Hardy, announce that they intend to requisition a special meeting (the "Meeting") of shareholders ("Shareholders") for the purpose of removing and replacing David Guebert, Philip Sorgen and Amy Brandt as members of the board of directors (the "Board") of Quisitive. Shareholders will have the opportunity to take back control of their Company from an entrenched Board that has presided over a period of massive value destruction with little regard for Shareholder interests. The Quisitive Shareholders for Accountability anticipate announcing a slate of highly qualified directors concurrent with delivery of the requisition to the Company.
With the right leadership on the Board, we believe Quisitive can be turned around and return to growth. The Quisitive Shareholders for Accountability believe that the Board, as currently constituted, has failed to be responsive to Shareholder expectations and has no coherent strategy for value creation. We urge the Board to refrain from taking any actions at this time and to heed the views of its Shareholders before making any key decisions on the future of Quisitive. The Quisitive Shareholders for Accountability, together with their joint actors, exercise control or direction over approximately 133.1 million Quisitive shares representing approximately 33% of Quisitive's shares1 and have made it clear to the Board that there is overwhelming support for Shareholder led Board renewal at the Company. Given this significant support for immediate change and the Board's track record of value destruction, the Quisitive Shareholders for Accountability will request that Quisitive arrange for the Meeting to be held as soon as possible.
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We have lost all faith in the current Board during the course of our recent engagement. We no longer trust the current Board to make any material decisions on Quisitive's future that reflect the best interests of its Shareholders. Our attempts to reach a cooperative framework were met with a pattern of disingenuous interactions. We were provided with assurances that the Board was agreeable to our proposals for Board renewal and prepared to work with us expeditiously and in good faith to implement them in a non-disruptive manner. We no longer believe that to be the case.
We are not prepared to accept superficial change and have been disappointed by interactions with the Board that appear to have been conducted with a view to entrenchment. The Board has stalled, withdrawn, and ultimately reneged on commitments we view as fundamental to an effective turn-around. The Board continues to engage in a strategy of wasting corporate resources to protect their positions rather than engaging collaboratively to reconstitute the Board with directors who are focused on creating shareholder value.
Our view, which is consistent with what we have heard from other major Shareholders, is that the case for change at Quisitive is urgent. It is time for a fresh start for Quisitive and its Shareholders under truly aligned, experienced, highly qualified and reinvigorated Board leadership. Our engagement with Board members to date indicates that they are not in touch with Shareholder sentiment, do not recognize the extent of under-performance at Quisitive and are unwilling and unable to take the steps necessary to fix the operational and other issues facing the Company.
The Quisitive Shareholders for Accountability only determined to proceed with the requisition following the Board's continued resistance to meaningful change. The unwillingness or inability of the current Board to take the steps necessary to change the leadership at the Board and fix the operational issues plaguing the Company has led us to conclude that urgent change is needed.
Our campaign to refresh the Quisitive Board is driven by this Board's abysmal performance and significant deterioration in the Company's stock price; importantly, however, it is also a referendum on good corporate governance.
We urge the Board to consult with its major Shareholders. Given our views and theirs, the urgency of the situation and the likely disruption, distraction and costs of fighting to entrench certain positions, we ask the Board to reconsider and do what is right for Quisitive and its Shareholders. It is our hope the Board as a whole will facilitate an orderly, expeditious board renewal process, but given our considerable investment, we are committed to taking the necessary steps to effect meaningful change and drive value creation at Quisitive.
The Quisitive Shareholders for Accountability remain willing to engage directly and constructively with the Board to ensure Quisitive delivers on the significant turnaround opportunity we see.
The information contained in this press release does not and is not meant to constitute a solicitation of a proxy within the meaning of applicable corporate and securities laws.
Although the Quisitive Shareholders for Accountability intend to requisition a meeting of Shareholders, such a requisition has not yet been submitted, there is currently no record or meeting date and Shareholders are not being asked at this time to execute a proxy in favour of the Quisitive Shareholders for Accountability's nominees or any other resolutions that may be set forth in the requisition. Notwithstanding the foregoing, the Quisitive Shareholders for Accountability are voluntarily providing the disclosure required under sections 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations in accordance with corporate and securities laws applicable to public broadcast solicitations.
This press release and any solicitation made by the Quisitive Shareholders for Accountability in advance of the Meeting is, or will be, as applicable, made by the Quisitive Shareholders for Accountability and not by or on behalf of the management of Quisitive. In connection with the Meeting, the Quisitive Shareholders for Accountability may file an information circular in due course in compliance with applicable corporate and securities laws.
As noted above, the Quisitive Shareholders for Accountability are not soliciting proxies in connection with the Meeting at this time, and Shareholders are not being asked at this time to execute proxies in favour of the Quisitive Shareholders for Accountability's nominees (in respect of the Meeting) or any other resolution that may be set forth in the requisition. Proxies may be solicited by the Quisitive Shareholders for Accountability pursuant to an information circular sent to shareholders after which solicitations may be made by or on behalf of the Quisitive Shareholders for Accountability, by mail, telephone, fax, email or other electronic means as well as by newspaper or other media advertising, and in person by directors, officers and employees of the Quisitive Shareholders for Accountability, who will not be specifically remunerated therefor. The Quisitive Shareholders for Accountability may also solicit proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable corporate and securities laws, conveyed by way of public broadcast, including through press releases, speeches or publications, and by any other manner permitted under applicable Canadian laws. The Quisitive Shareholders for Accountability may engage the services of one or more agents and authorize other persons to assist in soliciting proxies on behalf of the Quisitive Shareholders for Accountability.
All costs incurred for any solicitation will be borne by the Quisitive Shareholders for Accountability, provided that, subject to applicable law, the Quisitive Shareholders for Accountability may seek reimbursement from Quisitive for their out-of-pocket expenses, including proxy solicitation expenses and legal fees, incurred in connection with a successful reconstitution of the Board.
The Quisitive Shareholders for Accountability are not requesting that Shareholders submit a proxy at this time. Once the Quisitive Shareholders for Accountability have commenced a formal solicitation of proxies in connection with the Meeting, a registered shareholder of Quisitive that gives a proxy may revoke it: (a) by completing and signing a valid proxy bearing a later date than the proxy being revoked and returning the newly completed and signed proxy in accordance with the instructions contained in the form of proxy; (b) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing, as the case may be: (i) at the registered office of Quisitive at any time up to and including the last business day preceding the day of the Meeting at which the proxy is to be used, or (ii) with the chairman of the Meeting on the day of the Meeting; or (c) in any other manner permitted by law. A non-registered holder of common shares of Quisitive will be entitled to revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered holder by its intermediary.
None of the Quisitive Shareholders for Accountability or, to their knowledge, any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter proposed to be acted on at the Meeting other than as set forth herein.
Quisitive's registered office address is Suite 2200, HSBC Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8. A copy of this press release may be obtained on Quisitive's SEDAR+ profile at www.sedarplus.ca.
The information contained or referenced herein is for information purposes only in order to provide the views of the Quisitive Shareholders for Accountability and the matters which the Quisitive Shareholders for Accountability believe to be of concern to Shareholders described herein. The information is not tailored to specific investment objections, the financial situations, suitability, or particular need of any specific person(s) who may receive the information, and should not be taken as advice in considering the merits of any investment decision. The views expressed herein represent the views and opinions of the Quisitive Shareholders for Accountability, whose opinions may change at any time and which are based on analyses of the Quisitive Shareholders for Accountability and their respective advisors.
This press release contains forward-looking information within the meaning of applicable securities laws. In general, forward-looking information refers to disclosure about future conditions, courses of action, and events. Forward-looking information in this press release may include, but is not limited to, statements of the Quisitive Shareholders for Accountability regarding (i) the Meeting, including the intention of the Quisitive Shareholders for Accountability to requisition the Meeting, (ii) how the Quisitive Shareholders for Accountability intend to vote on the resolutions to be proposed by the requisition, (iii) the proposed replacement of directors, (iv) the nominees for election as directors of Quisitive, and (v) matters relating to Quisitive, including its business, operations and financial condition. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward–looking, and the use of any of the words "anticipates", "believes", "expects", "intends", "plans", "will", "would", and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations of the Quisitive Shareholders for Accountability and currently available information. Forward-looking statements are not guarantees of future performance, involve certain risks and uncertainties that are difficult to predict, and are based upon assumptions as to future events that may not prove to be accurate. The Quisitive Shareholders for Accountability undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable securities legislation.
SOURCE Quisitive Shareholders for Accountability
Felix Danciu, CEO, Elmcore Group Inc., 500 W. Madison St. #1000, Chicago, IL 60661, Tel: +1.312.488.4008, Fax: +1.312.561.3134, Email: [email protected]
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