TORONTO, March 22, 2021 (GLOBE NEWSWIRE) — Quisitive Technology Solutions Inc. (“Quisitive” or the “Company”) (TSXV: QUIS), a premier Microsoft Solutions Provider, signed a definitive agreement on March 22 to acquire all of the issued and outstanding shares (the “Purchased Shares”) of Mazik Global Inc. (“Mazik”), an independent software vendor (ISV) that helps companies deploy Microsoft CRM, Cloud, and ERP solutions to the healthcare, education, and manufacturing industries based in Chicago, Illinois (the “Transaction”). The details of the Transaction are set forth in a definitive share purchase agreement between the Company, a wholly owned subsidiary of the Company, and the shareholders (the “Vendors”) of Mazik, that was negotiated at arm’s length. Completion of the Transaction is subject to a number of standard conditions, including receipt of all regulatory approvals and the acceptance of the TSX Venture Exchange (“TSXV”). The Transaction is expected to close on or about April 1, 2021.
Mazik Global Overview
As an original co-developer of the Microsoft Dynamics platform, CDE (Common Data Model), and other collaborative healthcare initiatives, Mazik has partnered with Microsoft engineering for nearly two decades and creates flexible, extensible artificial intelligence-driven solutions to help organizations reduce costs, enhance collaboration, increase efficiency, and bolster customer relationships. With these capabilities, Mazik has, most notably, developed an exceptionally valuable set of IP that serves the healthcare, education, and manufacturing industries. In particular, Mazik’s health cloud platform, MazikCare, offers a set of robust healthcare-ready business solutions that enhance end-to-end business operations for medical teams and patients. Built on the Microsoft Dynamics platform, MazikCare enables seamless patient care through a unified data platform and a connected front and backend process to help its healthcare customers more effectively and efficiently operate by leveraging the cloud.
More recently, Mazik extended the MazikCare platform to include their VaccineFlow solution to deliver critical, mass COVID-19 vaccination across the world, with 1 million+ vaccinations administered via the platform already. MazikCare VaccineFlow unifies the process of vaccine distribution and solidifies the relationship between providers, patients, and distributors representing a tremendous growth opportunity. 1.5 million users across counties, healthcare facilities, and educational institutions selected Mazik Global to implement the MazikCare VaccineFlow application, as it met all of the CDC (The United States Centers for Disease Control and Prevention) requirements, was deployable within two-four weeks, and required minimal training for users.
Over the trailing twelve months ended December 31, 2020 Mazik generated unaudited revenues of approximately US$10.4 million and unaudited adjusted EBITDA of approximately US$2.1 million, or 20%.
Acquisition Summary and Rationale
- Mazik ISV expertise brings forth IP and incremental business applications services to Quisitive’s cloud solutions portfolio and expands its healthcare footprint into the U.S.
- The acquisition expands Quisitive’s footprint, adding 50 employees and a hub in Chicago, Illinois.
- Complementary and synergistic go-to-market motions and end markets.
- A co-sell partner and contributor to Microsoft in the healthcare space with 30+ years of combined healthcare industry expertise.
- Independent software vendor (ISV) expertise in co-development of Microsoft Dynamics 365.
- Gartner recognition as named Ecosystem Collaborator in COVID-19 and healthcare space.
“The acquisition of Mazik Global provides Quisitive with an incremental set of software and application services that further strengthens our three-cloud solutions value proposition,” said Quisitive CEO Mike Reinhart. “Mazik possesses relevant and robust IP solutions within the healthcare and public sector that will strengthen our industry expertise and help us grow our recurring revneues. More specifically, its latest state-of-the-art ISV solution, VaccineFlow, has been instrumental in accelerating the delivery of vaccines to communities while assisting educational establishments with a seamless back-to-school process. This accretive acquisition adds significant value, as we are able to deepen our market share within the booming healthcare industry. We look forward to the integration of Mazik into the One Quisitive umbrella, as we further differentiate ourselves as one of the leading, premier Microsoft solutions providers in North America.”
Acquisition Terms
The consideration for the Purchased Shares will consist of the following: (i) US$7,000,000 in cash, payable to the Vendors (the “Cash Payment”); and (ii) the issuance to the Vendors of 6,254,020 common shares in the capital of Quisitive (the “Quisitive Shares”). The Quisitive Shares shall be subject to a restriction on sale. No shares may be sold during the six (6) month period following Closing and during each six (6) month period thereafter, no more than twenty-five percent (25%) of the shares received by any Seller may be sold.
The Vendors may also be entitled to additional contingent consideration in the form of a performance earn-out if Mazik achieves certain financial thresholds during the three (3) year period following the closing of the Transaction. The amount of the earn-out is a base maximum of US$6,000,000 payable in cash, plus an additional incentive amount of US$2,000,000 based on exceeding recurring revenue growth targets, payable in cash or Qisitive Shares at the option of the Company. To realize the the full performance earnout Mazik revenue will have grown 110% over 3 years and recurring revenue will have increased 250%.
About Quisitive:
Quisitive (TSXV: QUIS) is a premier, global Microsoft partner that harnesses the Microsoft 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. Centering on our LedgerPay product suite, our Payments Solutions business leverages the Microsoft Azure cloud to transform the payment processing industry into an entirely new source of customer engagement and consumer value. Quisitive serves clients globally from nine employee hubs across the world. For more information, visit www.quisitive.com and follow @BeQuisitive.
Quisitive Investor Contact
Matt Glover and John Yi
Gateway Investor Relations
[email protected]
949-574-3860
Financial Measures
There are measures included in this news release that do not have a standardized meaning under generally accepted accounting principles (GAAP) and therefore may not be comparable to similarly titled measures and metrics presented by other publicly traded companies. The company includes these measures because it believes certain investors use these measures and metrics as a means of assessing financial performance. EBITDA (earnings before interest, taxes, depreciation and amortization is calculated as net earnings before finance costs (net of finance income), income tax expense, and depreciation and amortization of intangibles) is a non-GAAP financial measure that does not have any standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies.
The Purchased Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Purchased Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful.
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: the completion of the Transaction; the anticipated benefits of the Transaction to Quisitive and its shareholders; the future growth potential of the Company on a post-Transaction basis; the intention to scale operations and make technology investments; the accretive nature of the Transaction, including expected synergies thereof; future financial performance; and receipt of all regulatory approvals.
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: the expected results from the completion of the Transaction; receipt of all required regulatory approvals including the approval of the TSXV; business integration risks; fluctuations in general macroeconomic conditions; fluctuations in securities markets; the Company’s limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the technology industry; unproven markets for the Company’s product offerings; lack of regulation and customer protection; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; network security risks; the ability of the Company to maintain properly working systems; foreign currency trading risks; use and storage of personal information and compliance with privacy laws; use of the Company’s services for improper or illegal purposes; global economic and financial market conditions; uninsurable risks; changes in project parameters as plans continue to be evaluated; and those factors described under the heading “Risks Factors” in the Company’s most recent management discussion & analysis dated September 30, 2020 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.
