D+H Announces Voting Results from Special Meetings of Shareholders and Debentureholders
TORONTO, May 16, 2017 /CNW/ - DH Corporation (TSX: DH) ("D+H" or the "Company"), a leading provider of technology solutions to financial institutions globally, announced today the positive outcome of the shareholder ("Shareholders") vote at today's special meeting (the "Meeting") of the Shareholders regarding the previously announced arrangement (the "Arrangement") pursuant to which an affiliate of Vista Equity Partners (the "Purchaser") will acquire all of the outstanding common shares of D+H (the "Shares") for $25.50 per Share in cash by way of a plan of arrangement.
Approximately 99.6% of the Shares voted at the Meeting voted in favour of the special resolution approving the Arrangement. Details of the voting results will be filed under D+H's profile on SEDAR www.sedar.com.
D+H will apply for final order of the Ontario Superior Court of Justice (Commercial List) for approval of the Arrangement on May 19, 2017. Closing of the transaction remains subject to certain customary closing conditions including court approval and the receipt of the remaining required regulatory approvals, including approval under the Investment Canada Act. Assuming the satisfaction of these closing conditions, the transaction is expected to close late in the second quarter or early in the third quarter of 2017.
Shareholders who have questions or require assistance with submitting their Shares to the Arrangement may direct their questions to CST Trust Company, who is acting as depositary under the Arrangement, toll free at 1-800-387-0825 or within Canada at 416-682-3860 or by email at email@example.com. Further information regarding the Arrangement is available in the management information circular of the Company dated April 6, 2017, which is available under D+H's profile on SEDAR at www.sedar.com.
In addition, holders of the Company's 6% convertible debentures due 2018 and 5% convertible debentures due 2020 approved at the respective meetings held today the previously announced amendments to the indentures governing the debentures which will require the Company to redeem the debentures for cash, at any time on, or within 30 days of, the closing of the Arrangement. The amendments will be implemented by the Company through supplemental indentures upon, and conditional upon, completion of the Arrangement. Details of the voting results will be filed under D+H's profile on SEDAR at www.sedar.com.
Further information regarding these matters is available in the management information circular of the Company dated April 10, 2017, which is available under D+H's profile on SEDAR at www.sedar.com.
D+H (TSX: DH) is a leading financial technology provider that the world's financial institutions rely on every day to help them grow and succeed. Our global payments, lending and financial solutions are trusted by nearly 8,000 banks, specialty lenders, community banks, credit unions, governments and corporations. Headquartered in Toronto, Canada, D+H has more than 5,500 employees worldwide who are passionate about partnering with clients to create forward-thinking solutions that fit their needs. With annual revenues in excess of $1.6 billion CAD, D+H is recognized as one of the world's top FinTech companies on IDC Financial Insights FinTech Rankings and American Banker's FinTech Forward rankings. For more information, visit dh.com.
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
This press release contains certain statements that constitute forward-looking information within the meaning of applicable securities laws ("forward-looking statements") regarding the proposed transaction including the anticipated completion and timing thereof. The words "believe", "expect", "anticipate", "estimate", "intend", "may", "will", "would", "could", "should", "continue", "goal", "objective", and similar expressions and the negative of such expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.
Certain material factors and assumptions were applied in providing these forward-looking statements. Forward-looking information involves numerous assumptions including assumptions concerningthe receipt, in a timely manner, of regulatory and Canadian court approvals in respect of the Arrangement and the satisfaction of the other closing conditions to the Arrangement. Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that actual results will be consistent with these forward-looking statements. Not all factors which affect our forward-looking information are known, and actual results may vary from the projected results in a material respect, and may be above or below the forward-looking information presented in a material respect.
Forward-looking statements are subject to various risks and uncertainties which could cause actual results and expectations to differ materially from the anticipated results or expectations expressed in this press release. The anticipated timeline for completion of the Arrangement may change for a number of reasons, including the inability to secure necessary regulatory, Canadian court or other approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements contained in this press release concerning the timing of the transaction. A comprehensive discussion of other risks that impact D+H can also be found on the Company's most recently filed Annual Information Form and the most recently filed annual MD&A for the year ended December 31, 2016, available on SEDAR at www.sedar.com.
D+H does not undertake any obligation to update forward-looking statements should the factors and assumptions related to its plans, estimates, projections, beliefs and opinions, including those listed above, change except as required by applicable securities laws.
All of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.
SOURCE DH Corporation