Endorsement

Court and Parties

Court File No.: CV-25-00737428-00CL
Date: 2025-03-31
Ontario Superior Court of Justice – Commercial List

In the matter of an application under section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, and Rules 14.05(2) and 14.05(3) of the Rules of Civil Procedure

And in the matter of a proposed arrangement involving Converge Technology Solutions Corp., its shareholders, optionholders, restricted share unitholders, deferred share unitholders, and 16728421 Canada Inc.

Re: Converge Technology Solutions Corp., Applicant

Before: Peter J. Osborne

Counsel:

• Aaron Kreaden and Maryam Shahid, for the Moving Party, 16728421 Canada Inc. (HIG)
• Julie Rosenthal, Peter Kolla, Larissa Fulop, Mrk Leonard, and Arash Rouhi, for the Responding Party/Applicant, Converge Technology Solutions Corp.
• Kirsten Thoreson, Ontario Securities Commission

Heard: 2025-03-31

Endorsement

[1] This matter came before me on Friday, March 28, 2025, on an urgent basis. I released an Endorsement on Saturday, March 29, 2025.

[2] On Monday, March 31, counsel contacted the Commercial List office to request an urgent case conference with respect to one issue arising out of my Endorsement. Defined terms in this Endorsement have the meaning given to them in my earlier Endorsement, unless otherwise stated.

[3] That case conference took place at 5 PM today. Present were counsel for the parties, together with counsel for the Ontario Securities Commission, to whom I had directed the parties to give notice of this matter. At the time of the case conference, no formal Acquisition Proposal had been received by Converge.

[4] The parties requested direction on whether the press release referred to in my Endorsement of March 29 to be issued by Converge if and when an Acquisition Proposal was received and was deemed by the Board of Converge to be a Superior Proposal, should include a reference to the name of the party who submitted the Acquisition Proposal and/or to the proposed share price referred to in that Acquisition Proposal.

[5] HIG submitted that neither the name nor the share price should be referenced, and Converge submitted that both should be referenced in the press release. The OSC, as the capital markets regulator, agreed with Converge that both should be referenced and that such was consistent with the relevant National Instrument. To be very clear, it was the strong position of the OSC that both the identity of the party submitting the Acquisition Proposal and the proposed share price should be referenced, notwithstanding that the validity of the Acquisition Proposal (and therefore the validity of that ever being a basis for a valid Superior Proposal) was being challenged by HIG.

[6] I agree with the submission of Converge, and am reinforced in that conclusion by the submission of the OSC. In my view, this result is consistent with the balance struck by the orders and directions I made in my Endorsement of March 29.

Peter J. Osborne