The transaction involves Givex shareholders receiving CAD 1.50 in cash per share, valuing Givex at approximately CAD 200 million on a fully diluted basis. This cash offer represents a 64% premium over the 20-day volume-weighted average price (VWAP) of Givex shares on the Toronto Stock Exchange as of 23 August 2024.
The transaction will be carried out via a statutory plan of arrangement and is subject to customary closing conditions, including shareholder approval. All outstanding in-the-money options and warrants of Givex will be settled in cash and subsequently cancelled.
Givex's board of directors has approved the transaction following a recommendation from a special committee of independent directors. A majority of Givex's directors, executive officers, and significant shareholders, representing 57.4% of the company’s shares, have agreed to vote in favor of the deal.
The transaction requires approval from the Ontario Superior Court of Justice and a two-thirds majority of Givex shareholders at a special meeting. The deal also includes provisions for a right-to-match any superior proposals and a termination fee of CAD 7.75 million if the agreement is terminated under specified conditions.
Canaccord Genuity provided a fairness opinion, asserting that the consideration offered is fair from a financial perspective. The special meeting for shareholder approval is expected to be held in early November 2024, with the transaction anticipated to close within the same month.
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