H.I.G. Capital Acquires Quisitive Technology for $169 Million

Quisitive Technology Solutions, a premier Microsoft Cloud and AI solutions provider, has entered into an agreement with an affiliate of H.I.G. Capital for acquisition of all issued and outstanding common shares of the company for around $169.1 million.

Under the terms of the agreement, shareholders will receive $0.57 per share in cash, other than shares held by certain employees who enter into equity rollover agreements, the company said in a statement.

The purchase price per share represents a 57.1% premium to the 20-day volume-weighted average price per share for the period ending on 31 December 2024, and a 52% premium to the closing price on the TSX Venture Exchange on the same day.

Quisitive’s Founder and CEO Mike Reinhart said that they were grateful for the public markets’ support over the past six years, which helped establish a solid foundation for his company’s growth. “Looking ahead, we are pleased to partner with H.I.G., leveraging this strong platform to drive accelerated organic expansion and strategic investments in the business that ultimately benefit our customers,” he said.

Transaction Details

The deal will be implemented by way of a plan of arrangement under the Business Corporations Act (British Columbia) of Canada and the completion of the transaction will be subject to shareholder approval at a special meeting of the company’s shareholders.

Directors and officers, as well as certain shareholders of the company, holding an aggregate of 84,226,447 shares and representing approximately 30.4% of the voting rights attached to the shares, have entered into customary agreements to vote their shares in favour of the transaction, subject to the terms thereof.

The rollover shareholders will roll certain of their shares in the company for equity interests in an affiliated entity of H.I.G and the Purchaser. All rollovers will occur at a value per Share equal to the cash purchase price.

The company expects to hold the special meeting of shareholders to consider the transaction in March 2025 and to mail the management information circular in February 2025. Further details regarding the terms of the transaction are set out in the agreement, which will be publicly filed by the company under its SEDAR+ profile at www.sedarplus.ca.

Advisers

William Blair & Company, L.L.C. is acting as exclusive financial advisor to the Company and its Board of Directors. Canaccord Genuity Corp. was engaged as an independent financial advisor and provided a fairness opinion to the Special Committee. Cassels Brock & Blackwell LLP and Bass, Berry & Sims PLC are acting as legal counsel to the Company.

Weil, Gotshal & Manges LLP and Stikeman Elliott LLP are acting as legal advisors to H.I.G. Capital and the Purchaser.