5/11/2022

speaker
Operator
Conference Call Operator

Everyone, thank you for participating in today's conference call to discuss points financial results for the first quarter ended March 31st, 2022. Delivering today's prepared remarks are Chief Executive Officer Rob McLean, President Christopher Barnard, and Chief Financial Officer Eric Georgiou. Following their prepared remarks, the management team will open the call for any questions. Before we go any further, I would like to turn the call over to Jackie Keschner of Gateway Group, Point IR Advisor, as she reads the company's safe harbor that provides important portions regarding forward-looking statements. Jackie, please go ahead now.

speaker
Jackie Keschner
Point IR Advisor, Gateway Group

Thank you. Please be reminded that the remarks on this conference call may contain or refer to forward-looking statements within the meaning of Canadian and U.S. securities laws. Management may also make additional forward-looking statements in response to your questions. Although management believes these forward-looking statements are reasonable, such statements are not guarantees of future performance or action and are subject to important risks and uncertainties that are difficult to predict. Certain material assumptions are applied in making forward-looking statements and may not prove to be correct. Important factors that could cause actual results to differ materially and the assumptions used in making such statements were included in our first quarter 2022 financial results press release issued prior to this call, as well as other documents filed with the Canadian and US securities regulators. Except as required by law, the company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. With that said, I'll turn the call over to Point's Chief Executive Officer, Rob McLean. Rob?

speaker
Rob McLean
Chief Executive Officer

Thanks, Jackie, and good afternoon, everyone. While we are here today to discuss our Q1 2022 performance, which Eric will touch on in a moment, I will focus my comments on the Plusgrade transaction we announced on Monday. As we disclosed, we have entered into a definitive agreement to be acquired by Plusgrade, a market-leading technology company at the forefront of ancillary revenue and merchandising in the global travel industry. Under the terms of the transaction, Plus Grade will acquire points in an all-cash transaction for a total consideration of approximately $385 million U.S. or U.S. $25 per share, representing a 52% premium to our 20-day volume-weighted average as of the close of May 6th. This is a historic moment for points, and our senior management and board are in full unanimous support of the transaction, which provides strategic benefits to both Points and Plusgrade. From an operational perspective, Plusgrade has extensive experience collaborating with airlines to improve booking optionality for their passengers, as well as target customers who are likely to place quality offers on seat upgrades. Plusgrade's large partner base and core offerings are a strong complement to the growing platform capabilities and enduring partnerships we have built with our loyalty program partners. With our unique operating models, we believe there are few other companies that would deliver similar strategic benefits to our respective businesses. From a financial perspective, the purchase price premium reflects a belief in our continued robust operating performance and expectations for growth in the future. We are grateful for the support our shareholders have shown us from the lows of the pandemic to the stronger position we occupy today, and we believe this transaction offers them a substantial premium over our current market value with the cash purchase price offering certainty of value and liquidity. Plusgrade is also a very credible purchaser with significant financial backing from both NovaCap and CDPQ. From a strategic perspective, the Plusgrade transaction will enable us to better execute on our core growth drivers with expanded resources, greater breadth, and more opportunities for diversification. As we plan to continue to invest in our business, we expect that combining with Plusgrade's robust platform and operating model will provide significant incremental scale and support to our growth initiatives. In an industry with rampant consumer demand and a strong appetite for growth among travel and hospitality operators, this partnership has come at the perfect time. In our over 20 years of operations, our team has worked tirelessly to execute on our new business pipeline find cross-sell opportunities to increase service deployments within our current partner base, and continuously enhance the services we have in market. I'd like to thank the entire Points team for helping us reach the strong position we are in today as we prepare to enter our next phase of growth. Joining forces with PlusGrade is what will become a truly global leader and provider of value-adding and revenue-generating services for partners in the airline, hospitality, rail, and financial service industries is an exciting future. Additionally, we have benefited from a supportive group of shareholders over the past number of years and are pleased to have created this compelling outcome. I will now hand it over to Eric, who will briefly review our financial performance for the first quarter, and then Christopher will provide some additional highlights and perspective on our partner activity. Eric?

Disclaimer

This conference call transcript was computer generated and almost certianly contains errors. This transcript is provided for information purposes only.EarningsCall, LLC makes no representation about the accuracy of the aforementioned transcript, and you are cautioned not to place undue reliance on the information provided by the transcript.

-

-