Quisitive Announces Completion of Acquisition of Menlo Technologies
Toronto, Ontario - TheNewswire – January 2, 2020 – Quisitive Technology Solutions, Inc. (“Quisitive” or the “Company”) (TSXV:QUIS), a premier Microsoft solutions provider and Microsoft 2019 US Partner of the Year is pleased to announce the closing of the previously announced acquisition of Menlo Technologies, Inc. (“Menlo”), a leading provider of Microsoft technology, corporate consulting, and business software and systems based in Los Altos, California (the “Transaction”). The Transaction was previously announced on December 9, 2019.
“The completion of the Menlo transaction fuels our strategic vision by providing enterprise customers with North American scale and global reach, focused depth across Microsoft’s entire cloud platform; Microsoft Azure, Microsoft Office 365 and Microsoft Dynamics, and offshore capability,” said Quisitive CEO Mike Reinhart. “The addition of the Menlo leadership team amplifies the accomplished Quisitive organization to provide the momentum needed to facilitate accelerated organic growth.”
The Menlo acquisition is a strong complement to the Company’s acquisition of Corporate Renaissance Group which was completed in June 2019. The strength of capabilities these organizations bring to the Quisitive portfolio secure their place as they create the technology partner of the future. Quisitive has grown over 300% in the past year, both organically and through acquisitions and now has eight regional locations in North America, an offshore development center in Hyderabad, India and over 300 employees.
Quisitive is building unique value in the market for enterprise organizations looking for a technology consulting firm that has a deep understanding and expert knowledge of the appropriate business applications of cloud technology.
“Quisitive brings a wealth of expertise in deploying Microsoft cloud solutions. With our expertise in complementary technologies and financial management applications we can now further guide organizations on their digital transformation journey,” said Menlo CEO Gary Prioste. “This combination will enable us to scale throughout North America while providing the foundation to expand our cloud service offerings.”
Gary Prioste will join the Quisitive executive team as the President of Menlo Technologies, where his experience building, and operating technology organizations will complement the Quisitive leadership team and bring forth significant impact.
In connection with the Transaction, William Chang and Gary Prioste, of San Mateo County, California, and collectively the vendors of Menlo, acquired 19,784,981 common shares of Quisitive (“Quisitive Shares”) and a US$2,164,812.36 unsecured convertible debenture (the “Convertible Debenture”), and a US$2,214,812.36 Convertible Debenture, respectively. The 19,784,981 Quisitive Shares acquired by Mr. Chang represent approximately 18% of the Company’s issued and outstanding shares, on a non-diluted basis, immediately following the completion of the Transaction. The Convertible Debentures have a maturity date of January 1, 2023, accruing interest at 10% per annum, where the outstanding principal amount, together with all accrued and unpaid interest owing thereunder, is convertible into Quisitive Shares at a price of $0.20 per Quisitive Share. Quisitive has the option to automatically convert the Convertible Debentures into Quisitive Shares at a price of $0.20 per Quisitive Share if the volume weighted average trading price of the Quisitive Shares on the TSX Venture Exchange is greater than or equal to $0.40 for 20 consecutive trading days.
Prior to the completion of the Transaction, neither Messrs. Chang nor Prioste owned any securities of the Company. The Quisitive Shares and Convertible Debentures were acquired for investment purposes only. Depending on market and other conditions, or as future circumstances may dictate, both Messrs. Chang and Prioste may, respectively, from time to time, increase or decrease their holdings of securities of Quisitive.
This portion of this news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning reports for Messrs. Chang and Prioste will be available on Quisitive’s issuer profile on SEDAR at www.sedar.com, or can be obtained by contacting the Company at the number below.
Quisitive is a premier Microsoft solutions provider that helps enterprise organizations move, operate and innovate in the Microsoft cloud: Microsoft Azure, Microsoft Dynamics and Microsoft O365 as well as provide proprietary Software as a Service ("SaaS") solutions such as CRG emPerform(TM), LedgerPay payments and cloud data services [platform and business solutions from other technology partners that complement the Microsoft platform. With a legacy of deep technical and business expertise, Quisitive is empowering the enterprise to navigate the ever-changing technology climate their business relies upon. Quisitive helps customers harness the power of the Microsoft cloud and innovative technologies such as, artificial intelligence, machine learning, the Internet of Things (IoT) and blockchain through customized solutions.
Quisitive is the 2019 Microsoft United States Partner of the Year. Quisitive earned this top honor among a global field of top Microsoft partners for demonstrating excellence in innovation and implementation of customer solutions based on Microsoft technology.
Quisitive is uniquely comprised of experienced Microsoft partner leaders and technologists who share a deep understanding of market needs and the appropriate application of Microsoft cloud technology. The company's expertise and focus are on helping industries such as financial services, manufacturing, oil and gas, and retail, drive innovation using Microsoft cloud-based technologies.
Quisitive serves clients globally with offices in Dallas, TX; Denver, CO; Minneapolis, MN; Ottawa, ON; and Toronto, ON. For more information, visit http://www.Quisitive.com and follow @BeQuisitive. TSXV: QUIS.
About Menlo Technologies, Inc.
Based in Los Altos, California, Menlo Technologies delivers software development solutions on multiple platforms designed to help clients compete in an increasingly demanding global market. Menlo is a premier provider of outsourced web, mobile, and cloud development solutions as well as ERP and business applications. Lead by seasoned technology executives, their experience as both buyers and providers of technology solutions provides an edge in anticipating client needs. Their Hybrid Delivery approach utilizes a combination of onshore and offshore resources to maximize cost and efficiency. Their clients include Toshiba, Dell, Renesas and NEC.
Menlo services clients globally with offices in Los Altos, CA; Washington, DC; Austin, TX; and Hyderabad, India. For more information, visit www.menlo-technologies.com.
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Cautionary Note Regarding Forward-Looking Information and Statements
This news release contains certain “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Generally, any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information or statements. The forward-looking information or statements in this news release may relate, among other things, to: the anticipated benefits of the Transaction to Quisitive and its shareholders; the future growth potential of the Company on a post-Transaction basis; the intention to scale operations and make technology investments; the accretive nature of the Transaction, including expected synergies thereof; and future financial performance.
These forward-looking statements are based on reasonable assumptions and estimates of management of the Company at the time such statements were made. Actual future results may differ materially as forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the company to materially differ from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors, among other things, include: the expected results from the completion of the Transaction; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the technology industry; unproven markets for the Company’s product offerings; lack of regulation and customer protection; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; foreign currency trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; changes in project parameters as plans continue to be evaluated; and those factors described under the heading "Risks Factors" in the Company's most recent management discussion & analysis dated September 30, 2019 available on SEDAR. Although the forward-looking statements contained in this news release are based upon what management of the company believes, or believed at the time, to be reasonable assumptions, the company cannot assure shareholders that actual results will be consistent with such forward-looking statements, as there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements and information. There can be no assurance that forward-looking information, or the material factors or assumptions used to develop such forward-looking information, will prove to be accurate. The company does not undertake any obligations to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
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