Parties
Company
Q4 Inc.
Company
Sumeru Equity Partners
Company
Special Committee - Q4 Inc.
Company
Ten Coves Capital
Company
Darrell Heaps, Neil Murdoch, individual shareholder (Rolling Shareholders)
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.
Deal Type
Merger & AcquisitionIndustry
Banking/FinanceTransaction
$ 274,000,000Deal Status
ClosedClosing Date
07 March 2024