Points Shareholders approve scheme with Plusgrade

Points Shareholders approve scheme with Plusgrade

Points.com, Inc

Points.com, Inc

TORONTO, June 23, 2022 (GLOBE NEWSLETTER) — Points.com Inc. (TSX:PTS) (NASDAQ:PCOM) (“Points”) is pleased to announce that holders of common stock of Points (“Shareholders”) voted overwhelmingly in favor of the special resolution (the “Regulation resolution:”) approval of the previously announced plan of understanding under section 192 of the Canada Business Corporations Act (the “Regulation”), under which a wholly owned subsidiary (the “Buyer”) of Plusgrade LP will acquire all of the issued and outstanding common stock of Points for US$25.00 in cash per common share.

In order to be adopted, the Agreement Resolution had to be approved by (i) two-thirds of the votes cast of the Shareholders virtually present or represented by proxy; and (ii) minority approval in accordance with Multilateral Instrument 61-101 – Protection of Minority Securities Holders in Special Transactions, being a simple majority of the votes cast by Shareholders who are virtually present or represented by proxy, with the exception of the votes of Robert MacLean, the CEO of the Company, and Christopher Barnard, the President of the Company. Detailed voting results for the resolution are as follows:

Vote for

vote against

All shareholders

10.168.849

99.26%

75.736

0.74%

Minority approval

9,625,697

99.22%

75.736

0.78%

Regulatory approval and expected closing date

In addition to receipt of Shareholder approval for the Agreement, the condition of the Agreement with respect to the receipt of certain required regulatory approvals by (i) receipt of written confirmation from the Canadian Competition Commissioner on June 16, 2022 with the result that it does not intend to submit an application under Article 92 of the competition law (Canada) with respect to the Scheme and (ii) the expiration on June 20, 2022 of the required vesting period under the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976. Subject to the granting of the Final Order by the Ontario Supreme Court ( Commercial List) and the fulfillment or waiver of other customary closing conditions, the parties currently anticipate that the closing of the Scheme will occur on or about June 30, 2022.

The hearing regarding the Final Order is scheduled for June 27, 2022 at 9:30 a.m. Toronto time, or as soon as possible after counsel can be heard, via videoconference via a link to be made available by the court, which will are posted at https://investor.points.com/.

About points

Points (TSX:PTS) (NASDAQ:PCOM) is a trusted partner of the world’s leading loyalty programs, leveraging its unique Loyalty Commerce Platform to build, strengthen, and grow a network with ways members get and use your favorite loyalty currency. Our platform combines insights, technology and resources to make the movement of loyalty currency easier and more intelligent for nearly 60 rewards programs worldwide. Founded in 2000, Points is headquartered in Toronto with teams operating around the world.

For more information, visit Points.com.

Forward-Looking Statements

This press release contains or contains forward-looking statements within the meaning of United States securities laws and forward-looking information within the meaning of Canadian securities laws (collectively, “forward-looking statements”). These forward-looking statements include or relate to, but are not limited to, among others: the anticipated timing of various steps to be completed in connection with the Scheme, including receipt of the Final Order; the expected closing date of the Scheme; and may also contain other statements that are predictive in nature, or that depend on or refer to future events or conditions, which can be identified generally by words such as “may”, “will”, “expects”, “anticipates” , “continue”, “intends”, “plans”, “believes”, “darling” or similar expressions. In addition, statements referring to expectations, projections or other characteristics of future events or conditions are forward-looking statements.

While Points believes that forward-looking statements are reasonable, such statements are not guarantees of future performance and are subject to significant risks and uncertainties that are difficult to predict. Certain material assumptions or estimates are made in making forward-looking statements, and actual results could differ materially from those expressed or implied by such statements. No undue reliance should be placed on such statements. In particular, uncertainty about the duration and extent of the COVID-19 pandemic and the impact of the pandemic and the measures taken in response to global and regional economies, economic activity and all elements of the travel and hospitality sector could significant and material adverse effects on our business. In addition, the risks, uncertainties and other factors that could affect the results expressed or implied in such forward-looking statements include, but are not limited to: the possibility that the Agreement will not be completed under the terms and conditions or on the timing, currently contemplated, and that it may not be completed at all, due to failure to timely or otherwise obtain or comply with the court approvals and other closing conditions necessary to complete the Scheme or for other reasons; failure to complete the Scheme could adversely affect the price of its common stock or otherwise affect Points’ business; Buyer’s ability to complete anticipated debt and equity financing as contemplated in the applicable commitment letters or to otherwise secure alternative financing terms at least as favorable as the debt and equity financing contemplated in the applicable commitment letters; significant transaction costs or unknown liabilities; failure to realize the expected benefits of the Scheme; risks related to tax matters; the possibility of updates or changes in business relationships as a result of the announcement or completion of the Scheme; risks related to Points’ ability to retain and attract key personnel during the interim period; certain directors and officers of Points may have interests in the Agreement other than those of Shareholders; credit, market, currency, operational, liquidity and financing risks generally and specifically related to the Agreement, including changes in economic conditions, interest rates or tax rates; business, operational and financial risks and uncertainties related to the COVID-19 pandemic; Points and the purchaser may be subject to legal claims, securities class actions, derivatives lawsuits and other claims; and other risks inherent in the business operated by Points and/or factors beyond its control that could have a material adverse effect on Points or its ability to complete the Scheme. These and other important risk factors that could cause actual results to differ materially are discussed in Points’ Annual Information Form, Form 40-F, the Discussion and Analysis of Annual and Interim Management, and the Annual and Interim Financial Statements and the explanation thereto. These documents are available on the Points publisher profile on SEDAR at: www.sedar.com and on EDGAR on www.sec.gov

The forward-looking statements in this press release are made as of the date of this release and are therefore subject to change after that date. Except as required by law, Points undertakes no obligation to update or revise any forward-looking statements made or included in this press release, whether as a result of new information, future events or otherwise.

For more information:

Points Investor Relations Questions

Cody Slach and Jackie Keshner
Gateway Group, Inc.
1-949-574-3860
IR@points.com

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