NEW YORK–(BUSINESS WIRE)–$GSW–GetSwift Technologies Limited (“GetSwift” or the “Corporation”; NEO: “GSW”), 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.
“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.
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.
About GetSwift Technologies Limited
Technology to Optimize Global Delivery Logistics
GetSwift is a technology and services company that offers a suite of software products and services focused on business and logistics automation, data management and analysis, communications, information security, and infrastructure optimization and also includes ecommerce and marketplace ordering, workforce management, data analytics and augmentation, business intelligence, route optimization, cash management, task management shift management, asset tracking, real-time alerts, cloud communications, and communications infrastructure (collectively, the “GetSwift Offering”). The GetSwift Offering is used by public and private sector clients across industries and jurisdictions for their respective logistics, communications, information security, and infrastructure projects and operations.
GetSwift is headquartered in New York and its common shares are listed for trading on the Exchange under the symbol “GSW”. For further background, please visit the Corporation’s profile on SEDAR at www.sedar.com and the Corporation’s website at www.getswift.co.
Forward Looking Information
Certain statements contained in this news release constitute forward-looking information within the meaning of Canadian securities laws (“Forward-looking Information”). Forward-looking Information may relate to matters disclosed in this news release and to other matters identified in public filings relating to the Corporation, to the future outlook of the Corporation and anticipated events or results and may include statements regarding the future financial performance of the Corporation. In some cases, Forward-looking Information can be identified by terms such as “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue” or other similar expressions concerning matters that are not historical facts. Forward-looking Information in this news release include statements related to the approval of Mr. Kearney as a director of the Corporation by the Exchange, the process for removal of any director not deemed acceptable by the Exchange, the anticipated impact of Mr. Kearney’s appoint on the prospects of the Corporation, the timing and likelihood of executing and delivering definitive agreements in respect of the Transaction, calling a special meeting of shareholders of the Corporation to approve the Transaction, obtaining any other required approvals and satisfaction or waiver of all other conditions to completion of the Transaction.
Forward-looking Information involves various risks and uncertainties and is based on certain factors and assumptions. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. Important factors that could cause actual results to differ materially from the Corporation’s expectations include, without limitation, general economic and market conditions, the availability of capital resources to the Corporation in the short and long term, the status of the Corporation’s evaluation of strategic opportunities, the receipt of Alternative Proposals by the Corporation and the Corporation’s consideration of such proposals, the ability of management and the board of directors of the Corporation to negotiate definitive agreements in respect of the Transaction, the ability of the Corporation to receive the required shareholder approval in respect of the Transaction, the ability of management to dedicate sufficient resources to completing the Transaction and the ability of management to obtain any other required approvals, along with the ability of all parties to satisfy or waive all other conditions to completion of the Transaction.
The Corporation undertakes no obligation to update or revise any Forward-looking Information, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for the Corporation to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any Forward-looking Information. Any Forward-looking Information contained in this news release is expressly qualified in its entirety by this cautionary statement.
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