Funds managed by Kohlberg Kravis Roberts & Co. L.P. entered into an arrangement agreement to acquire mdf commerce inc. (TSX:MDF) from Long Path Partners L.P and others for approximately CAD 260 million on March 11, 2024. As reported, mdf commerce shareholders will receive CAD 5.80 in cash per share, representing CAD 255 million in total equity value. KKR has obtained an equity commitment letter in an aggregate amount in cash equal to CAD 275 million to fund the consideration. 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 CAD 7.65 million would be payable by mdf to KKR in certain circumstances, in case of termination of agreement. KKR shall pay a reverse termination fee to mdf in an amount equal to CAD 7.65 million in case of termination event. The transaction is subject to the receipt of the required approvals from mdf?s shareholders, the Interim Order and the Final Order have each been obtained, certain regulatory approvals including HSR Act Clearance, the shareholders shall not have exercised their Dissent Rights in connection with the arrangement with respect to more than 10% of the issued and outstanding shares, 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 special meeting of mdf?s shareholders will be held on May 10, 2024. The mdf shareholders approved the transaction at a special meeting held on May 10, 2024. The final court approval was obtained on May 15, 2024. The transaction is expected to close in the second quarter of calendar 2024. The transaction is expected to close on or about May 17, 2024.

Scotia Capital Inc. and Desjardins Securities Inc. 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. Hadrien Montagne of McCarthy Tétrault LLP and Rachael V. Martinez, Dovi Adlerstein, Gregory Husisian, Casey D. Knapp, Gregory E. Neppl, Aaron K. Tantleff and Jordan J. Bergmann of Foley & Lardner LLP are acting as legal advisors to mdf. Stikeman Elliott LLP and Soo-ah Nah, David Passey, Ken Young, Jonathan Stott, and Stephanie Haas of Dechert LLP are acting as legal advisors to KKR. Computershare Investor Services Inc. acted as the depositary and transfer agent to mdf. William Blair & Company, L.L.C. acted as buy side advisor to KKR.

Funds managed by Kohlberg Kravis Roberts & Co. L.P. completed the acquisition of mdf commerce inc. (TSX:MDF) from Long Path Partners L.P and others on May 17, 2024.