- Quisitive Shareholders for Accountability have Attempted to
Engage Constructively with Quisitive but have been Disappointed by
the Board's Entrenchment Tactics and Pattern of Bad Faith
Interactions
- Immediate Board Leadership Change is Required to Address
Massive Value Destruction and Chronic Underperformance
Plaguing Quisitive
- Quisitive's Board has left the Quisitive Shareholders for
Accountability with No Choice but to Take Action to Prevent Further
Value Destruction
TORONTO, Oct. 2, 2023
/CNW/ - Quisitive Technology Solutions, Inc. ("Quisitive" or
the "Company") (TSXV: QUIS) (Other OTCQX: QUISF)
shareholders (the "Quisitive Shareholders for
Accountability", "We", "Us" or "Our"),
including Shawn Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason
Hardy and Scott Hardy,
announce that they intend to requisition a special meeting (the
"Meeting") of shareholders ("Shareholders") for the
purpose of removing and replacing David
Guebert, Philip Sorgen and
Amy Brandt as members of the board
of directors (the "Board") of Quisitive. Shareholders will
have the opportunity to take back control of their Company from an
entrenched Board that has presided over a period of massive value
destruction with little regard for Shareholder interests. The
Quisitive Shareholders for Accountability anticipate announcing a
slate of highly qualified directors concurrent with delivery of the
requisition to the Company.
With the right leadership on the Board, we believe Quisitive can
be turned around and return to growth. The Quisitive Shareholders
for Accountability believe that the Board, as currently
constituted, has failed to be responsive to Shareholder
expectations and has no coherent strategy for value creation. We
urge the Board to refrain from taking any actions at this time and
to heed the views of its Shareholders before making any key
decisions on the future of Quisitive. The Quisitive Shareholders
for Accountability, together with their joint actors, exercise
control or direction over approximately 133.1 million Quisitive
shares representing approximately 33% of Quisitive's
shares1 and have made it clear to the Board that there
is overwhelming support for Shareholder led Board renewal at the
Company. Given this significant support for immediate change and
the Board's track record of value destruction, the Quisitive
Shareholders for Accountability will request that Quisitive arrange
for the Meeting to be held as soon as possible.
_________________________________
1 After giving effect to the issuance of the second
earn-out shares by Quisitive in connection with the acquisition of
BankCard USA Merchant Services, together with shares issuable in
satisfaction of interest accruing thereon through the date hereof,
the Quisitive Shareholders for Accountability, together with their
joint actors, will exercise control or direction over approximately
148.6 million shares representing approximately 36% of the issued
and outstanding Quisitive shares.
|
Quisitive's Board is
Entrenched
We have lost all faith in the current Board during the course of
our recent engagement. We no longer trust the current Board to make
any material decisions on Quisitive's future that reflect the best
interests of its Shareholders. Our attempts to reach a
cooperative framework were met with a pattern of disingenuous
interactions. We were provided with assurances that the Board was
agreeable to our proposals for Board renewal and prepared to work
with us expeditiously and in good faith to implement them in a
non-disruptive manner. We no longer believe that to be the
case.
We are not prepared to accept superficial change and have been
disappointed by interactions with the Board that appear to have
been conducted with a view to entrenchment. The Board has stalled,
withdrawn, and ultimately reneged on commitments we view as
fundamental to an effective turn-around. The Board continues to
engage in a strategy of wasting corporate resources to protect
their positions rather than engaging collaboratively to
reconstitute the Board with directors who are focused on creating
shareholder value.
Our view, which is consistent with what we have heard from other
major Shareholders, is that the case for change at Quisitive is
urgent. It is time for a fresh start for Quisitive and its
Shareholders under truly aligned, experienced, highly qualified and
reinvigorated Board leadership. Our engagement with Board members
to date indicates that they are not in touch with Shareholder
sentiment, do not recognize the extent of under-performance at
Quisitive and are unwilling and unable to take the steps necessary
to fix the operational and other issues facing the Company.
The Quisitive Board Must be Held
Accountable for its Failures
The Quisitive Shareholders for Accountability only determined to
proceed with the requisition following the Board's continued
resistance to meaningful change. The unwillingness or inability of
the current Board to take the steps necessary to change the
leadership at the Board and fix the operational issues plaguing the
Company has led us to conclude that urgent change is needed.
Our campaign to refresh the Quisitive Board is driven by this
Board's abysmal performance and significant deterioration in the
Company's stock price; importantly, however, it is also a
referendum on good corporate governance.
We urge the Board to consult with its major Shareholders. Given
our views and theirs, the urgency of the situation and the likely
disruption, distraction and costs of fighting to entrench certain
positions, we ask the Board to reconsider and do what is right for
Quisitive and its Shareholders. It is our hope the Board as a
whole will facilitate an orderly, expeditious board renewal
process, but given our considerable investment, we are committed to
taking the necessary steps to effect meaningful change and drive
value creation at Quisitive.
The Quisitive Shareholders for Accountability remain willing to
engage directly and constructively with the Board to ensure
Quisitive delivers on the significant turnaround opportunity we
see.
Additional Information
The information contained in this press release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable corporate and securities laws.
Although the Quisitive Shareholders for Accountability intend to
requisition a meeting of Shareholders, such a requisition has not
yet been submitted, there is currently no record or meeting date
and Shareholders are not being asked at this time to execute a
proxy in favour of the Quisitive Shareholders for Accountability's
nominees or any other resolutions that may be set forth in the
requisition. Notwithstanding the foregoing, the Quisitive
Shareholders for Accountability are voluntarily providing the
disclosure required under sections 9.2(4) of National Instrument
51-102 – Continuous Disclosure Obligations in accordance
with corporate and securities laws applicable to public broadcast
solicitations.
This press release and any solicitation made by the Quisitive
Shareholders for Accountability in advance of the Meeting is, or
will be, as applicable, made by the Quisitive Shareholders for
Accountability and not by or on behalf of the management of
Quisitive. In connection with the Meeting, the Quisitive
Shareholders for Accountability may file an information circular in
due course in compliance with applicable corporate and securities
laws.
As noted above, the Quisitive Shareholders for Accountability
are not soliciting proxies in connection with the Meeting at this
time, and Shareholders are not being asked at this time to execute
proxies in favour of the Quisitive Shareholders for
Accountability's nominees (in respect of the Meeting) or any other
resolution that may be set forth in the requisition. Proxies may be
solicited by the Quisitive Shareholders for Accountability pursuant
to an information circular sent to shareholders after which
solicitations may be made by or on behalf of the Quisitive
Shareholders for Accountability, by mail, telephone, fax, email or
other electronic means as well as by newspaper or other media
advertising, and in person by directors, officers and employees of
the Quisitive Shareholders for Accountability, who will not be
specifically remunerated therefor. The Quisitive Shareholders for
Accountability may also solicit proxies in reliance upon the public
broadcast exemption to the solicitation requirements under
applicable corporate and securities laws, conveyed by way of public
broadcast, including through press releases, speeches or
publications, and by any other manner permitted under applicable
Canadian laws. The Quisitive Shareholders for Accountability may
engage the services of one or more agents and authorize other
persons to assist in soliciting proxies on behalf of the Quisitive
Shareholders for Accountability.
All costs incurred for any solicitation will be borne by the
Quisitive Shareholders for Accountability, provided that, subject
to applicable law, the Quisitive Shareholders for Accountability
may seek reimbursement from Quisitive for their out-of-pocket
expenses, including proxy solicitation expenses and legal fees,
incurred in connection with a successful reconstitution of the
Board.
The Quisitive Shareholders for Accountability are not requesting
that Shareholders submit a proxy at this time. Once the Quisitive
Shareholders for Accountability have commenced a formal
solicitation of proxies in connection with the Meeting, a
registered shareholder of Quisitive that gives a proxy may revoke
it: (a) by completing and signing a valid proxy bearing a later
date than the proxy being revoked and returning the newly completed
and signed proxy in accordance with the instructions contained in
the form of proxy; (b) by depositing an instrument in writing
executed by the shareholder or by the shareholder's attorney
authorized in writing, as the case may be: (i) at the registered
office of Quisitive at any time up to and including the last
business day preceding the day of the Meeting at which the proxy is
to be used, or (ii) with the chairman of the Meeting on the day of
the Meeting; or (c) in any other manner permitted by law. A
non-registered holder of common shares of Quisitive will be
entitled to revoke a form of proxy or voting instruction form given
to an intermediary at any time by written notice to the
intermediary in accordance with the instructions given to the
non-registered holder by its intermediary.
None of the Quisitive Shareholders for Accountability or,
to their knowledge, any of their respective associates or
affiliates, has any material interest, direct or indirect, by way
of beneficial ownership of securities or otherwise, in any matter
proposed to be acted on at the Meeting other than as set forth
herein.
Quisitive's registered office address is Suite 2200, HSBC
Building, 885 West Georgia Street, Vancouver, BC, V6C 3E8. A copy of this press
release may be obtained on Quisitive's SEDAR+ profile at
www.sedarplus.ca.
Disclaimer
The information contained or referenced herein is for
information purposes only in order to provide the views of the
Quisitive Shareholders for Accountability and the matters which the
Quisitive Shareholders for Accountability believe to be of concern
to Shareholders described herein. The information is not tailored
to specific investment objections, the financial situations,
suitability, or particular need of any specific person(s) who may
receive the information, and should not be taken as advice in
considering the merits of any investment decision. The views
expressed herein represent the views and opinions of the Quisitive
Shareholders for Accountability, whose opinions may change at any
time and which are based on analyses of the Quisitive Shareholders
for Accountability and their respective advisors.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking information within
the meaning of applicable securities laws. In general,
forward-looking information refers to disclosure about future
conditions, courses of action, and events. Forward-looking
information in this press release may include, but is not limited
to, statements of the Quisitive Shareholders for Accountability
regarding (i) the Meeting, including the intention of the Quisitive
Shareholders for Accountability to requisition the Meeting, (ii)
how the Quisitive Shareholders for Accountability intend to vote on
the resolutions to be proposed by the requisition, (iii) the
proposed replacement of directors, (iv) the nominees for election
as directors of Quisitive, and (v) matters relating to Quisitive,
including its business, operations and financial condition. All
statements contained in this press release that are not clearly
historical in nature or that necessarily depend on future events
are forward–looking, and the use of any of the words "anticipates",
"believes", "expects", "intends", "plans", "will", "would", and
similar expressions are intended to identify forward-looking
statements. These statements are based on current expectations of
the Quisitive Shareholders for Accountability and currently
available information. Forward-looking statements are not
guarantees of future performance, involve certain risks and
uncertainties that are difficult to predict, and are based upon
assumptions as to future events that may not prove to be accurate.
The Quisitive Shareholders for Accountability undertake no
obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events,
or otherwise, except as required by applicable securities
legislation.
SOURCE Quisitive Shareholders for Accountability