On June 1, 2019, Quisitive Technology Solutions, Inc., a premier Microsoft solutions provider, acquired all of the issued and outstanding shares of Corporate Renaissance Group Inc. (CRG), a leading provider of Microsoft technology, corporate consulting, and business software and systems based in Ottawa, Ontario.
The consideration for the purchased shares consisted of the following: (i) $5.6 million in cash, payable to the shareholders (the Vendors) of CRG; (ii) the issuance to the Vendors of an aggregate of 4,473,684 common shares in the capital of Quisitive with an aggregate value of $850,000; (iii) the issuance to the Vendors of secured promissory notes with an aggregate face value of $6.5 million; and (iv) the issuance to the Vendors of 19,500,000 common share purchase warrants, with each warrant entitling the holder to acquire one Quisitive share at a price of $0.35 per Quisitive share. The Vendors may also be entitled to additional contingent consideration in the form of a $6.5 million performance earn-out plus an additional incentive amount based on a percentage of the base maximum that is proportionate to the amount by which CRG exceeds the highest financial performance threshold.
The funds representing the cash payment were obtained pursuant to a term loan from a Canadian bank. In connection with the transaction, CRG obtained an interest free $750,000 loan from Software Integrators International Inc. (an entity controlled by Dr. Vijay Jog, President of CRG) for general operating requirements.
Cassels acted for Quisitive with a team that included Jay Goldman and David Gardos (Securities), Luke Woolford and Rowan Groenewald (Business and M&A), Peter Sullivan and Lauren Grossman (Financial Services), James Morand (Tax) and Stefanie Di Francesco (Employment).