On February 19, 2019, GTY Technology Holdings Inc. (“GTY”), a special purpose acquisition company traded on the NASDAQ and which was formed to consummate a business combination with established government technology companies, acquired Bonfire Interactive Ltd. (“Bonfire”), Questica Inc (“Questica”) and Questica USCDN Inc. (“Questica USCDN”). Bonfire, Questica and Questica USCDN will join four other companies acquired by GTY to form a new publicly traded company (“New GTY”). As a result of these acquisitions, New GTY’s business now focuses on operating a broad suite of digital government technology platforms tailored to municipal, county and state/provincial customers. 

In total, GTY paid US$365 million in cash and stock, plus an aggregate earn-out consideration of up to US$132 million in cash and stock to acquire the six companies. Holders of Questica and Questica USCDN shares received, pursuant to a share purchase agreement between GTY and Questica and Questica USCDN, a mix of cash and exchangeable shares of a Canadian vehicle which may be exchanged for shares of New GTY common stock. Pursuant to a plan of arrangement under the Business Corporations Act (Ontario), holders of Bonfire common shares, preferred shares, options and warrants received a pro rata portion of cash and equity, paid in either exchangeable shares of a Canadian entity which may be exchanged for shares of New GTY common stock or shares of New GTY common stock directly, along with earnout payments to be paid 50/50 in cash and stock.

Originally published by Lexpert Magazine

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