Funds managed by KKR & Co. Inc. (NYSE:KKR) entered into an arrangement agreement to acquire mdf commerce inc. (TSX:MDF) for approximately CAD 260 million on March 11, 2024. mdf commerce shareholders will receive CAD 5.80 in cash per share, representing CAD 255 million in total equity value.

Upon completion of the Transaction, mdf commerce will become a privately held company. Upon closing of the Transaction, KKR intends to cause the Common Shares to be delisted from the TSX. A termination fee of approximately CAD 7.7 million would be payable by mdf to KKR in certain circumstances, including in the context of a superior proposal supported by the Company.

The Transaction is subject to the receipt of the required approvals from the Company?s shareholders, court approval, certain regulatory approvals, as well as the satisfaction of other customary closing conditions. The Transaction is not subject to any financing condition and KKR is providing an equity-back stop for all the Consideration payable pursuant to the Transaction. The mdf Board unanimously recommends that Shareholders vote in favour of the Transaction.

The transaction is expected to close in the second quarter of calendar 2024. Scotiabank and Desjardins are acting as financial advisors and fairness opinion providers to the Board of Directors of mdf. Scotiabank and Desjardins provided a verbal opinion to the Board that the Consideration to be received by the Shareholders is fair.

McCarthy Tétrault LLP and Foley & Lardner LLP are acting as legal advisors to mdf. Stikeman Elliott LLP and Dechert LLP are acting as legal advisors to KKR.