Q4 Inc. enters into definitive agreement to be acquired by Sumeru Equity Partners for $274 million

Company

Q4 Inc.

Law Firm / Organization
Osler, Hoskin & Harcourt LLP
Law Firm / Organization
Dorsey & Whitney LLP
Law Firm / Organization
Q4 Inc.
Lawyer(s)

Kenneth Szeto

Company

Sumeru Equity Partners

Law Firm / Organization
Stikeman Elliott LLP
Law Firm / Organization
Gibson, Dunn & Crutcher LLP

Company

Special Committee - Q4 Inc.

Law Firm / Organization
McCarthy Tétrault LLP

Company

Ten Coves Capital

Law Firm / Organization
Blake, Cassels & Graydon LLP

Company

Darrell Heaps, Neil Murdoch, individual shareholder (Rolling Shareholders)

Law Firm / Organization
Blake, Cassels & Graydon LLP

Q4 Inc. announced it has signed an agreement with Sumeru Equity Partners for the latter to acquire all outstanding common shares of Q4 at $6.05 per share, excluding certain shares held by shareholders rolling their equity interests. This transaction, valued at approximately $257 million, will see Q4 becoming a privately held company. The acquisition price represents a significant premium over Q4's recent stock prices on the TSX. The arrangement was facilitated by a special committee and received unanimous board approval, with Julie Silcock and Darrell Heaps expressing their satisfaction with the deal. The transaction is subject to shareholder and customary approvals, aiming for completion in early 2024.

Raymond James served as the exclusive financial advisor, while Stifel Canada provided an independent valuation, concluding the fair market value of Q4's common shares ranged between $5.50 and $6.80. Legal advisories were provided by Osler, Hoskin & Harcourt LLP and Dorsey & Whitney LLP for the company, McCarthy Tétrault LLP for the special committee, and Gibson, Dunn & Crutcher LLP along with Stikeman Elliott LLP for Sumeru. This arrangement is expected to offer immediate liquidity and compelling value to shareholders, with a formal valuation and fairness opinions supporting the transaction's fairness and potential for significant growth under Sumeru's partnership.

Merger & Acquisition
Banking/Finance
$ 274,000,000
Closed
07 March 2024