mdf commerce announces sale of InterTrade Systems Inc., a subsidiary of Supply Chain Collaboration The Canadian Business Journal

MONTREAL, OCTOBER 5, 2022 (GLOBE NEWSWIRE) — mdf commerce inc. (“mdf commerce” or “Corporation”) (TSX:MDF), a SaaS leader in digital commerce technology, today announced that it has entered into a stock purchase agreement (the “Stock Purchase Agreement”) with SPS Commerce, Inc. Did. (“SPS”) and also completed the sale of his wholly-owned subsidiary, InterTrade Systems Inc. (“InterTrade”). Financial references are in Canadian dollars unless otherwise stated.

“We appreciate the hard work and dedication of InterTrade employees who have built this business and its enviable reputation over the years. level and deliver more value to our customers,” said Luc Filiatreault, CEO of mdf commerce. “This sale also fits well with our strategic goal of investing with a focus on our two core platforms, e-procurement and e-commerce. The consideration received will allow us to improve our balance sheet. and create short-term shareholder value within mdf commerce.”

Pursuant to the Stock Purchase Agreement, SPS acquired all outstanding and outstanding shares of InterTrade for a total cash consideration of $65.8 million.¹ (US$48.5 million), subject to certain customary post-closing adjustments. The total consideration consists of an upfront payment of $62.7 million.¹ (US$46.2 million), which is the amount in escrow for customary indemnification purposes less the completion of certain transition services within the prescribed timing, subject to customary purchase price adjustments.

Proceeds from the sale will be used to repay our term facility of $21.7 million.¹ (US$16 million) will be paid in full at closing. The balance of net income will be used to repay the Corporation’s revolving facility drawn in US and Canadian dollars.

Once the Term Facility has been repaid, it will no longer be available. The Corporation’s Revolving Facility, with an accordion amount of up to $50 million and an accordion amount of up to $20 million (subject to lender approval), will continue to be available for mdf commerce until maturity on August 31, 2024. Additionally, as a result of the closing of the transaction, his third amendment to the credit agreement was executed on October 4, 2022. This waives the fixed fee coverage ratio and replaces it with minimum EBITDA (as defined in the credit agreement). For his next three fiscal quarters ending December 31, 2022, March 31, 2023, and June 30, 2023, and until June 30, 2023, authorization to use the funds will not be granted. Is required. Over $30 million.

InterTrade solutions provides business-to-business (B2B) integration solutions to better manage supply chain collaboration between trading partners and was part of mdf commerce’s unified commerce platform. In addition to InterTrade sales, mdf commerce’s unified commerce platform will be renamed ecommerce and will consist of mdf commerce’s two e-commerce solutions, Orckestra and k-ecommerce.

¹ Converted at USD/CAD 1.3574

About mdf Commerce Co., Ltd.

mdf commerce, Inc. (TSX: MDF) enables the flow of commerce by providing a broad suite of SaaS solutions that optimize and accelerate commerce between buyers and sellers. Our platform and services empower businesses around the world, enabling them to generate billions of dollars in transactions on an annual basis. Our e-procurement, e-commerce and e-marketplace platforms are supported by a strong and dedicated team. 700 Employees based in Canada, USA, Denmark, Ukraine and China. For more information, visit mdfcommerce.com, follow us on LinkedIn, or call us at 1-877-677-9088.

Forward-Looking Statements

Certain statements in this press release constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and actual results, levels of activity, performance or achievements of mdf commerce or our industry. but involves other factors that may cause it to differ materially from that stated. or implied by any of our statements. Such factors include the “Risk Factors and Uncertainties” section of our Annual Information Form as of March 31, 2022 and the “Risk Factors” section of our annual information form for the first quarter ended June 30, 2022. Our Discussion and Analysis section and, where applicable, elsewhere in our filings with Canadian securities regulators. can be identified using forward-looking terms such as “”, “should”, “could”, “expect”, “plan”, “anticipate” and “intend”. “believe,” “estimate,” “predict,” “may,” “continue,” or the negatives of these terms or other equivalent terms; These statements are just predictions. Examples of such statements include statements regarding post-closing adjustments, the timing of completion of certain transition services, and borrowings under the Revolving Facility. Forward-looking statements are based on management’s current estimates, expectations and assumptions, which management believes to be reasonable as of the date of this document, and are based on important business, It is inherently subject to economic, competitive and other uncertainties and unforeseen circumstances and is therefore subject to change after that date. Undue importance should not be placed on forward-looking statements. In addition, information contained in such forward-looking statements should not be relied upon as of any other date. Actual events and results may differ materially. We cannot guarantee future results, levels of activity, performance or achievements. The forward-looking statements contained in this press release are made as of the date of this press release and we do not update these forward-looking statements except as required by applicable securities laws. We have no intention, nor are we under any obligation, to do so.

Our Condensed Interim Condensed Consolidated Financial Statements as of June 30, 2022 and June 30, 2021, and additional information about MDF Commerce for the three months ended thereafter; Management’s Discussion and Analysis and Latest Annual Information Forms as of March 31, 2022 are available on our website www.mdfcommerce.com and have been filed with SEDAR at www.sedar.com.

For more information:

mdf commerce inc.

Luc Philiatrou, President and CEO
Toll Free: 1-877-677-9088, ext. 2004
Email: [email protected]

Deborah Dumoulin, Chief Financial Officer
Toll Free: 1-877-677-9088, ext. 2134
Email: [email protected]

André Leblanc, Vice President of Marketing and Public Relations
Toll Free: 1-877-677-9088, ext. 8220
Email: [email protected]

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