Quisitive Technology Solutions, Inc. (“
Quisitive”
or the “
Company”) (TSXV: QUIS), a premier
Microsoft Solutions Provider and Payment Solutions Provider,
provides the following update regarding the reconstitution of the
Company’s board of directors announced on October 12, 2023.
In the weeks prior to the October 12, 2023
announcement, the Company engaged with its shareholders about
Quisitive's strategic direction and board composition. During those
discussions, Quisitive communicated that it was open to
reconstituting its board in a manner consistent with the best
interests of the Company and all its shareholders.
One group of shareholders, including Shawn
Skelton, Elmcore Group Inc. c/o Felix Danciu, Jason Hardy and Scott
Hardy (the “Dissident Group”), had previously
publicly indicated that it wanted majority control of Quisitive’s
board to execute on an undefined business plan. After discussions
with other shareholders, the Company concluded that there was not
broad support for the demands of the Dissident Group. Nevertheless,
the board determined that it was prepared to invite two of the
individuals currently being put forward as director nominees by the
Dissident Group to join Quisitive’s board as part of a consensual
board reconstitution being discussed with other shareholders. After
having listened to input from other shareholders and having
considered his background and experience, the board also determined
that it would not support the third individual put forward by the
Dissident Group to join the board as it did not believe that the
individual‘s involvement on the board would be in the best
interests of the Company and all its shareholders.
After discussions with the Dissident Group broke
down, the board continued to move forward with its plan to
reconstitute the board in accordance with the recommendations of
its independent directors and having regard to the Company’s
engagement with shareholders. As a result, the Company announced on
October 12, 2023 that one director had resigned, and two new
independent directors had been added to the board, bringing the
total number of directors to six. The two new directors, Nick Lim
and Darcy Morris, are well known to and deeply respected within the
Canadian institutional shareholder community and bring meaningful
experience and expertise in public board governance, and public
markets.
The reconstituted board is committed to
providing effective and independent oversight, governance, and
strategic direction to the Company, and will take all actions
necessary to create sustainable shareholder value at Quisitive. The
reconstituted board looks forward to reporting on progress being
made in due course. The Company does not intend to further respond
to public statements by the Dissident Group, as the reconstituted
board remains focused on the pursuit of the Company's business
objectives for the benefit of all shareholders.
About Quisitive:
Quisitive (TSXV: QUIS, OTCQX: QUISF) is a
premier, global Microsoft partner that harnesses the Microsoft
cloud platform and complementary technologies, including custom
solutions and first-party offerings, to generate transformational
impact for enterprise customers. Our Cloud Solutions business
focuses on helping enterprises move, operate, and innovate in the
three Microsoft clouds. Our Payments Solutions division leverages
the PayiQ platform powered by Microsoft Azure to transform the
payment processing industry into an entirely new source of customer
engagement and consumer value. Quisitive serves clients globally
from seventeen employee hubs across the world. For more
information, visit www.Quisitive.com and follow @BeQuisitive.
Quisitive Investor ContactMatt
Glover and John YiGateway Investor RelationsQUIS@gatewayir.com
949-574-3860
Quisitive Management ContactMike
ReinhartPresident and Chief Executive
Officermike.reinhart@quisitive.com 949-574-3860
Tami AndersChief of
Stafftami.anders@quisitive.com
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: taking actions necessary to create sustainable
shareholder value; and providing progress reports on same.
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: risks that
the estimated financial results will differ from management’s
expectations; changes in technology, customer markets and demand
for the Company’s services; the efficacy of the Company’s software
and product offering; sales and margin risk; acquisition and
integration risks; dependence on economic and market conditions
including, but not limited to, access to equity or debt capital on
favorable terms if required; changes in market dynamics including
business relationships and competition; information system risks;
risks associated with the introduction of new products; product
design risk; risks related to the Company being a holding company;
environmental risks; customer and vendor risks; credit risks; tax
and insurance related risks; risks of legislative changes; risks
relating to remote operations; key executive risk; risk of
litigation risks; risks related to contracts with third party
service providers; risks related to the enforceability of
contracts; risks related to the economy generally; the limited
operating history of the Company; reliance on the expertise and
judgment of senior management of the Company; risks related to
proprietary intellectual property and potential infringement by
third parties; risks relating to financing activities including
leverage; risks relating to the management of growth; increased
costs associated with the Company becoming a publicly traded
company; increasing competition in the industry; risks relating to
energy costs; reliance on key inputs, suppliers and skilled labor;
cyber-security risks; risks related to quantifying the Company’s
target market; risks related to industry growth and consolidation;
fraudulent activity by employees, contractors and consultants;
conflicts of interest; risks related to the cost structures of
certain projects; risks relating to certain remedies being limited
and the difficulty of enforcement of judgments and effect service
outside of Canada; risks related to future dispositions; sales by
existing shareholders; the limited market for securities of the
Company; price volatility of the common shares of the Company; no
guarantee regarding use of available funds; currency fluctuations;
and those factors described under the heading "Risks Factors"
described in the Company’s annual information form dated May 23,
2023, and the Company's most recent management discussion &
analysis dated August 29, 2023, each 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.
Neither the TSXV nor its Regulation Services
Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this news
release.
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