Plusgrade LP completed the acquisition of Points.com Inc. from officers and directors of Points.com Inc. and others.
The transaction will be subject to the approval of at least 2/3rd of the votes cast by Points.com's shareholders at a special meeting and a simple majority of the votes cast by shareholders at the meeting. The meeting is expected to be held in late June 2022. The transaction is also subject to approval by the Ontario Superior Court of Justice, the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), Dissent Rights and certain other regulatory approvals as well as the satisfaction of certain other customary closing conditions. In connection with and subject to closing of the transaction, Points.com will apply to have the Common Shares delisted from the Toronto Stock Exchange and NASDAQ Capital Market and Points.com will cease to be a reporting issuer under Canadian securities laws and a registrant under U.S. securities laws. Completion of the transaction is not subject to any financing condition. The Board of Points unanimously approved the transaction and unanimously recommends that shareholders vote in favour of the transaction at the meeting. In connection with the transaction, officers and directors of Points collectively holding approximately 6.7% of the issued and outstanding common shares have entered into support and voting agreements, pursuant to which they have agreed, among other things, to vote their common shares in favour of the transaction. As of May 25, 2022, the Ontario Superior Court of Justice granted an interim order authorizing various matters, including the holding of the Meeting and the mailing of the Circular. Meeting of shareholders of Points.com Inc. will be held on June 23, 2022. As of June 13, 2022, Institutional Shareholder Services Inc. recommended that Points' shareholders ("Shareholders") vote "FOR" the previously announced deal. As of June 17, 2022, Glass Lewis, a leading independent proxy advisory firm, has recommended that Points' shareholders vote FOR the announced plan of arrangement. The condition to the Arrangement relating to receipt of certain required regulatory approvals has been satisfied through the receipt of written confirmation from the Canadian Commissioner of Competition on June 16, 2022 to the effect that it does not intend to make an application under Section 92 of the Competition Act (Canada) in respect of the Arrangement and (ii) the expiry on June 20, 2022 of the required waiting period under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976. The special meeting of Points.com Shareholders to approve the Arrangement will be held on June 23, 2022. As of June 23, 2022, Points shareholders approved arrangement at a special meeting. As of June 27, 2022, Points.com has obtained final approval from the Ontario Superior Court of Justice. The transaction is expected to close in early July 2022. As of June 23, 2022, the transaction is expected to close on or about June 30, 2022.
RBC Capital Markets Inc. acted as exclusive financial advisor to Points.com and provided fairness opinion to Points.com Board. Blair Franklin Capital Partners Inc. acted as financial advisor and provided fairness opinion to the Board of Points.com. Aaron J. Atkinson, Jared Solinger, Scott R. Hyman, Gillian R. Stacey, Charles Tingley, Ian Caines and Derek D. Ricci of Davies Ward Phillips & Vineberg LLP acted as legal advisors to Points. TD Securities Inc. acted as financial advisor to Plusgrade. Warren M. Katz, Eliot N. Kolers and Aniko Pelland of Stikeman Elliott LLP acted as legal advisors to Plusgrade. Computershare Trust Company of Canada acted as transfer agent and registrar, Laurel Hill Advisory Group, LLC acted as proxy solicitor and Computershare Investor Services Inc. acted as depository to Points.com Inc. Points.com Inc. will pay a fee of CAD 100,000 ($76,993.6) to Laurel Hill Advisory Group, LLC.
Plusgrade LP completed the acquisition of Points.com Inc. (TSX:PTS) from officers and directors of Points.com Inc. and others on June 30, 2022. Plusgrade and Points shall continue to operate with their existing leadership teams.