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.
Stikeman Elliott LLP acted for GTY with a legal team consisting of John Leopold, Ben Hudy, Brad Ashkin, Antoine Champagne, Prateek Gupta and Spencer Bonetti (M&A/Securities), Frank Mathieu and Philippe Kattan (Tax), Jonathan Aurebach (IP), David Elder and Michael Rosenstock (Privacy), Jeffrey Brown and Megan MacDonald (Competition), Larry Cobb (Environmental), Mario Paura and Alexandra Peng (Real Estate); Natasha vandenHoven and Allyson Marta (Benefits); Kelly O’Ferrall and Kris Noonan (Employment); and Connie Scott, Natasia Goldberg, Jennifer Watt and Melanie Mohr (Corporate Services).
Winston & Strawn LLP acted for GTY with a legal team of Jason Osborn, Joel Rubinstein, Elliott Smith, Yael Steiner, Bryan Smith, Sarah Ross, Ben Liss, Matt DuWaldt, John Secaras and Taylor Weaver.
Proskauer Rose LLP acted for GTY on employment law matters with a legal team of Gary Tashijan and Ira Bogner.
Torkin Manes LLP acted for Questica and Questica USCDN with a legal team of Allan Bronstein, Kay Leung, Adrian Myers, Yale Hertzman and Nicholas Dempsey.
LaBarge Weinstein LLP acted for Bonfire with a legal team of James Smith, Laura Venasse, Gisèle Salazar, Estelle Duez, and Zack Caverson.