PayFacto Announces Intent to Acquire Posera

PayFacto Inc., a payment solution provider in North America and Posera Ltd., a global provider of hospitality industry software, announce that they have entered into an Arrangement Agreement pursuant to which PayFacto will acquire all of Posera's issued and outstanding common shares for $14.5 million CDN on a cash free, debt free basis, in an all cash transaction.

With offices in Montreal, Toronto and the United States, PayFacto aims to provide its customers with innovative, flexible and highly competitive payment solutions, making it the payment processor of choice for more than 30,000 merchants. PayFacto is positioned in the Canadian market as a direct connect and shareholder of Interac that combines credit card processing integrations with other leading processors.

For 30 years, Posera has focused exclusively on helping hospitality industry merchants improve all aspects of their business operations by offering feature-rich, dynamic solutions such as the Maitre'D point-of-sale system, KDS for kitchen display and management, and the SecureTablePay pay-at-the-table product – serving more than 15,000 hospitality businesses worldwide.

Posera has been assisted in this strategic review process, initiated over six months ago, by BDO Canada LLP as its exclusive financial advisor, and Fasken Martineau DuMoulin LLP, Posera's corporate legal counsel. PayFacto was assisted in this acquisition by their corporate legal counsel at BCF Business Law and their accounting and tax advisors at Hardy Normand & Associates LLP.

Posera will call a special shareholder meeting to approve the transaction, and subject to shareholder approval, court approval and other customary closing conditions, the transaction is expected to close in January of 2020. Shareholders will receive a payout price per share based on $14.5 Million CDN, plus cash on hand, minus closing costs, at the time of close. The parties will provide more information to shareholders over the coming weeks.

It is anticipated that Posera shareholders will receive between $0.12 and $0.15 per Posera common share, following the determination of final cash balances and other related amounts prior to closing.  Additionally, Posera shareholders will be eligible to receive within twenty-four months an additional payment of up to $2.4 million CDN (or up to $0.02 CDN per Posera common share) upon the successful collection of the secured credit facility loan that was made to an affiliate of DLT Labs Inc.