MONTREAL, Oct. 05, 2022 (GLOBE NEWSWIRE) — mdf commerce inc. (“mdf commerce” or the “Corporation”) MDF, a leading digital commerce technology SaaS company, announced today that it has entered into a stock purchase agreement (the “Stock Purchase Agreement”) with SPS Commerce, Inc. (“SPS”), concurrently completing the transaction to sell outright its subsidiary InterTrade Systems Inc. (“InterTrade”). Financial references are in Canadian dollars unless otherwise noted.
“We are grateful for the hard work and dedication of the people at InterTrade who have built this business and its enviable reputation over the years. As the world’s leading retail network, connecting trading partners around the world, SPS Commerce is a perfect fit to take this business to the next level and bring even more value to customers,” said Luc Filiatreault, Chief Executive Officer of mdf commerce. “This sale also aligns well with our strategic objective to increase focus and invest in our two core platforms, e-procurement and e-commerce.The consideration received will allow the company to improve its balance sheet and generate near-term shareholder value within mdf Commerce to accomplish.”
Pursuant to the stock purchase agreement, SPS acquired all of the issued and outstanding shares of InterTrade for a total cash consideration of $65.8 million1 ($48.5 million), subject to certain customary post-closing adjustments. The total consideration consists of an upfront payment of US$62.7 million1 ($46.2 million), less escrow amounts for customary indemnification purposes and the completion of certain transitional services within the required timeline, all subject to customary purchase price adjustments.
Proceeds from the sale will be used to repay the Company’s $21.7 million term facility1 ($16 million) in full upon closing. The remainder of the net proceeds will be used to repay the Company’s revolving facility drawn in US and Canadian dollars.
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