GetSwift Announces Board Changes; Provides Update Regarding LOI With Stage Equity Partners
GetSwift Technologies Limited, a leading provider of last mile SaaS logistics technology and services, announces the resignation the Chair of its Board of Directors, Stanley Pierre-Louis. Mr. Pierre-Louis joined the Board in 2019 as an Independent Director and subsequently became Chair.
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“I am looking forward to supporting the GetSwift team and I am grateful for the opportunity to serve in this capacity”
“I am enormously proud of what Stan helped us accomplish during a critical period for GetSwift,” stated Joel Macdonald, Interim Chief Executive Officer, and a director of the Corporation. “I would like to thank Stan for his thoughtful advice, leadership and friendship during his tenure on our board.”
Mr. Pierre-Louis said, “I am grateful to the board of directors and the entire organization at GetSwift for allowing me to be part of an amazing journey and wish the team the very best.”
In conjunction with Mr. Pierre-Louis’ departure, the Board has appointed Phil Kearney to the Board, as an independent director and the new Chair of the Board. Mr. Kearney brings with him over 10 years of leadership in the SaaS industry during a time of significant transition and has been involved in the technology industry since 1993.
“I am looking forward to supporting the GetSwift team and I am grateful for the opportunity to serve in this capacity,” stated Mr. Kearney.
“We are excited with Phil joining us as our Chair,” Mr. Macdonald said. “His experience will help us we move forward in the next phase of our transition.”
The appointment of Mr. Kearney is subject to approval by the NEO Exchange (the “Exchange”) and the Corporation will be required to remove, or cause the resignation of, Mr. Kearney in the event that the Exchange determines that Mr. Kearney is not suitable to act as a director of the Corporation.
Update Regarding Previously Announced LOI with Stage Equity Partners
Negotiation of the definitive agreements in respect of the transactions (collectively, the “Transaction”) contemplated by the non-binding letter of intent dated May 18, 2022 (“LOI”) disclosed in the Corporation’s news release dated May 20, 2022 (the “Initial News Release”) remains ongoing.
Completion of the Transaction is subject to (among other things) the negotiation, execution, and delivery of definitive agreements between the parties and there can be no assurance that the Transaction will be completed until such definitive agreements have been entered into by the parties and all conditions precedent (including shareholder approval as noted below) are satisfied or waived (where appliable). The Transaction would represent a sale of substantially all of the undertaking of the Corporation, for which the Corporation will be required to seek shareholder approval at a special meeting of shareholders to be called following the execution and delivery of definitive agreements in respect of the Transaction.
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There can be no assurances that the Transaction will be completed as anticipated. The entering into of definitive agreements is also subject to Stage Equity Partners (“Stage”) completing confirmatory due diligence.
In addition, the LOI contains usual non-solicitation and exclusivity covenants in favor of Stage for a period of exclusivity for 45 calendar days from the date of the LOI (the “Exclusivity Term”), subject to a customary fiduciary-out. Among other things, the non-solicitation and exclusivity covenants provide Stage a right to match in the event that GetSwift Inc. (the “Seller”), a wholly owned subsidiary of the Corporation, or any of its affiliates, receives an unsolicited Alternative Proposal (as defined below) in respect of which the board of directors of the Seller (or the Corporation) determines in good faith that failure to pursue such Alternative Proposal would be inconsistent with its fiduciary duties. Regardless of whether Stage exercises its right to match, if the Seller accepts the Alternative Proposal, Stage will be entitled to payment of a US$250,000 termination fee, representing a reasonable estimate of Stage’s expenses and the value of Stage’s lost opportunities.
For the purposes of the LOI, the term “Alternative Proposal” refers to any proposal, plan, agreement, understanding or arrangement contemplating (i) any merger, consolidation, reorganization, recapitalization or similar transaction involving the Seller or any of its affiliates, (ii) any transfer or issuance of any capital stock or other securities of the Seller or any of its affiliates (other than equity securities or interests in the capital of Logo d.o.o.), (iii) any transfer or license of any material asset of Seller or any of its affiliates or any other material long-term license, right to use or access of Sellers service or intellectual property, or (iv) any transaction that may be inconsistent with or that may have an adverse effect upon any of the Transaction.
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