PayFacto Inc entered to an arrangement agreement to acquire Posera Ltd. (TSX:PAY) for CAD 14.5 million on November 25, 2019. The acquisition is on a cash free, debt free basis, and the consideration will be paid in cash. It is anticipated that Posera shareholders will receive between CAD 0.12 and CAD 0.15 per Posera common share, following the determination of final cash balances and other related amounts prior to closing. Shareholders will receive a payout price per share based on CAD 14.5 million, plus cash on hand, minus closing costs, at the time of close. Additionally, Posera shareholders will be eligible to receive within twenty-four months an additional payment of up to CAD 2.4 million (or up to CAD 0.02 per Posera common share) upon the successful collection of the secured credit facility loan that was made to an affiliate of DLT Labs Inc. The initial cash consideration of CAD 0.1126907498 per Common Share, any amounts available to be distributed to Shareholders following the 24 month period after the completion of the Arrangement pursuant to an escrow agreement to be entered into among the Posera, TSX Trust Company and the PayFacto in accordance with the terms of the Arrangement Agreement, being an amount up to CAD 0.0083474629 per Common Share; the per Common Share cash value of any cash balance remaining with the Posera as at the Effective Time (currently estimated to be an amount approximately between CAD 0.0005083779 and CAD 0.0086271204 per Common Share); and any amounts available to be distributed to Shareholders within 24 months of the completion of the Arrangement resulting from the collection of the DLT Loan pursuant to a loan administration agreement to be entered into among the Posera, the PayFacto and TSX Trust Posera in accordance with the terms of the Arrangement Agreement, being an amount up to CAD 0.0200786282 per Common Share. An amount of CAD 1 million will be placed in escrow with the Escrow Agent ‘TSX Trust Company’ for a period (the “Escrow Period”) of two years following the effective date of the Arrangement (the “Effective Date”) in the event Posera and/or PayFacto incur any Damages arising from certain Claims. TSX Trust Company also acted as the depositary for the Posera Shares pursuant to the Plan of Arrangement, in respect of an outstanding interest-bearing secured loan made by Posera to DLT Labs Ltd., an affiliate of DLT Global Ltd. in the principal amount of CAD 2.2 million, which is subject to the execution of a depositary agreement between TSX Trust Company, Posera and PayFacto payments. In the event of termination, PayFacto Inc and Posera Ltd. will be liable to pay a termination fee of CAD 1.5 million each. The transaction is subject to regulatory approvals, approval by the shareholders of Posera, court approval and other customary closing conditions. The Board of Directors of Posera has unanimously approved the transaction and recommends the shareholders to vote in favor of the transaction. A special meeting of the shareholders of Posera is set to take place on January 22, 2020 to approve the transaction. As of January 22, 2020, the transaction has been approved by the majority of shareholders of Posera Ltd. The transaction is expected to close in January of 2020. As of December 5, 2019, the transaction is expected to be completed in late January 2020. Ryan Farkas and Pras Kayilasanathan of BDO Canada LLP acted as exclusive financial advisor and fairness opinion provider to Posera Ltd. Alex Nikolic of Fasken Martineau DuMoulin LLP acted as legal advisor to Posera Ltd. Julie Doré and Gilles Seguin of BCF LLP acted as legal advisors and Hardy Normand & Associates LLP acted as accounting and tax advisor to PayFacto. RCGT Corporate Finance Inc. acted as Independent Fairness Opinion prepared by Grant Thornton. PayFacto Inc completed the acquisition of Posera Ltd. (TSX:PAY) on January 31, 2020. As a result of the transaction, shares of Posera will be delisted from the Toronto Stock exchange. As of January 31, 2020, the deal has been approved by the court.