Two Independent Proxy Advisory Firms Recommend D+H Shareholders Vote FOR the Proposed Transaction with Vista Equity Partners
TORONTO, May 2, 2017 /CNW/ - DH Corporation (TSX: DH) ("D+H" or the "Company"), a leading provider of technology solutions to financial institutions globally, announced today that both Institutional Shareholder Services, Inc. (ISS) and Glass, Lewis & Co., LLC, two leading independent proxy research and advisory firms, have published reports recommending that D+H shareholders vote FOR the proposed arrangement (the "Arrangement") involving D+H pursuant to which an affiliate of Vista Equity Partners (the "Purchaser") will acquire all of the outstanding shares of D+H for $25.50 per share in cash by way of a plan of arrangement.
The board of directors of D+H, after taking into account, among other things, the unanimous recommendation of its special committee and after receiving legal and financial advice, has unanimously determined that the Arrangement is in the best interests of D+H and, accordingly, has unanimously recommended that D+H shareholders vote FOR the Arrangement.
The special meeting of shareholders of D+H (the "Meeting") to consider the Arrangement will be held at the offices of Stikeman Elliott LLP located at 199 Bay Street, Commerce Court West, Suite 5300, Toronto, Ontario, on Tuesday, May 16, 2017 at 10:00 a.m. (Toronto time). The record date for voting at the Meeting has been fixed as March 27, 2017.
Shareholders are encouraged to participate by voting regardless of the number of shares they own. Shareholders who have questions or require assistance in consideration of the Arrangement or with the completion and delivery of a form of proxy or voting instructions may direct their questions to D+H's proxy solicitation agent, D.F. King, by telephone at 1-800-398-2142 (toll free in North America) or 1-201-806-7301 (collect outside North America), by facsimile at 1-888-509-5907 or by email at email@example.com.
Shareholders are urged to carefully review the management information circular of the Company dated April 6, 2017 and accompanying materials as they contain important information regarding the Arrangement. The management information circular and accompanying materials are available under D+H's profile on SEDAR www.sedar.com.
D+H encourages shareholders to vote as soon as possible or no later than 10:00 a.m. (Toronto time) on May 12th, 2017 to ensure their vote is counted.
How to Vote
Beneficial shareholders, who hold their shares through a broker or other intermediary, may vote by telephone, mail or via the Internet.
To vote by telephone, call 1-800-474-7493 (English) or 1-800-474-7501 (French) from a touch tone phone. When prompted, enter your control number listed on the voting instruction form or proxy and following the voting instructions. To vote via the Internet, go to www.proxyvote.com and follow the instructions on the screen. To vote by mail, return the complete voting instruction form or proxy in the envelope provided.
D+H also announced that the Purchaser has received a no-action letter from the Competition Bureau of Canada in respect of the Arrangement and that the applicable waiting periods under the Competition Act (Canada) have expired. In addition, the waiting period applicable to the completion of the Arrangement under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired.
Closing of the transaction remains subject to certain customary closing conditions including court approval, shareholder 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.
In addition, holders of the Company's 6% convertible debentures due 2018 and 5% convertible debentures due 2020 are reminded that, at the request of the Purchaser, the Company has called meetings of the holders of convertible debentures which will be held on May 16, 2017 to consider, and if deemed advisable, to pass, extraordinary resolutions to approve certain amendments to the indentures governing the debentures which, if approved, 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 only be implemented by the Company through supplemental indentures upon completion of the Arrangement and completion of the Arrangement is not conditional on whether holders of the debentures approve the amendments or otherwise on the redemption of the debentures.
Holders of debentures who have questions or need assistance in their consideration of the proposed amendments to the indentures governing the debentures may direct their questions to D+H's proxy solicitation and information agent, D.F. King, by telephone at 1-800-398-2142 (toll free in North America) or 1-201-806-7301 (collect outside North America), by facsimile at 1-888-509-5907 or by email at firstname.lastname@example.org.
Holders of convertible debentures are urged to carefully review the management information circular of the Company dated April 10, 2017 and accompanying materials as they contain important information regarding these matters. The management information circular and accompanying materials are available under D+H's profile on SEDAR 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 concerning: the receipt, in a timely manner, of regulatory, shareholder and Canadian court approvals in respect of 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