In its recommendation to Shareholders, ISS concluded:
“In light of the significant premium, the favourable market reaction, the reasonable rationale and the absence of significant governance concerns, shareholder approval of this resolution is warranted.”
Meeting and Circular
The special meeting of Shareholders to approve the Arrangement (the “Meeting”) will be held as a virtual-only meeting conducted by live audio webcast at https://meetnow.global/MZ7T2YH at
Proxies must be received by Points’ transfer agent,
The management proxy circular filed on
Shareholder Questions and Assistance
If you have any questions or need assistance in your consideration of the Arrangement or with the completion and delivery of your proxy, please contact Points’ proxy solicitation agent and shareholder communications advisor,
About Points
Points (TSX: PTS) (NASDAQ: PCOM) is a trusted partner to the world’s leading loyalty programs, leveraging its unique Loyalty Commerce Platform to build, power, and grow a network of ways members can get and use their favourite loyalty currency. Our platform combines insights, technology, and resources to make the movement of loyalty currency simpler and more intelligent for nearly 60 reward programs worldwide. Founded in 2000, Points is headquartered in
For more information, visit
Forward-Looking Statements
This press release contains or incorporates forward-looking statements within the meaning of
Although Points believes the forward-looking statements are reasonable, such statements are not guarantees of future performance and are subject to important risks and uncertainties that are difficult to predict. Certain material assumptions or estimates are applied in making forward- looking statements, and actual results may differ materially from those expressed or implied in such statements. Undue reliance should not be placed on such statements. In particular, uncertainty around the duration and scope of the COVID-19 pandemic and the impact of the pandemic and actions taken in response on global and regional economies, economic activity, and all elements of the travel and hospitality industry may have a significant and materially adverse impact on our business. In addition, the risks, uncertainties and other factors that may impact the results expressed or implied in such forward-looking statements include, but are not limited to: the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required Shareholder, regulatory and Court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; failure to complete the Arrangement could negatively impact the price of the common shares or otherwise affect the business of Points; the Purchaser’s ability to complete the anticipated debt and equity financing as contemplated by applicable commitment letters or to otherwise secure terms for alternative financing at least as favourable as the debt and equity financing contemplated by the applicable commitment letters; significant transaction costs or unknown liabilities; the ability of Points’ board of directors to consider and approve, subject to compliance with the terms and conditions of the Arrangement Agreement, a superior proposal for Points; the failure to realize the expected benefits of the Arrangement; risks related to tax matters; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; risks relating to Points’ ability to retain and attract key personnel during the interim period; certain of Points’ directors and officers may have interests in the Arrangement that are different from those of Shareholders; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; business, operational and financial risks and uncertainties relating to the COVID-19 pandemic; Points and the Purchaser may be subject to legal claims, securities class actions, derivative lawsuits and other claims; and other risks inherent to the business carried out by Points and/or factors beyond its control which could have a material adverse effect on Points or its ability to complete the Arrangement. These and other important risk factors that could cause actual results to differ materially are discussed in Points’ annual information form, Form 40-F, annual and interim management’s discussion and analysis, and annual and interim financial statements and the notes thereto. These documents are available on Points’ issuer profile on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
The forward-looking statements contained in this press release are made as at the date of this release and, accordingly, are subject to change after such date. Except as required by law, Points does not undertake any obligation to update or revise any forward-looking statements made or incorporated in this press release, whether as a result of new information, future events or otherwise.
For more information:
Points Investor Relations Inquiries
1-949-574-3860
IR@points.com
Source:
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