The purchase price of
Upon closing of the Transaction, the Rollover Shareholders, which, among others, include
The Special Committee, comprised of
The Board (excluding conflicted directors), following receipt of the unanimous recommendation of the Special Committee, unanimously approved the Arrangement Agreement. Both the Special Committee and the Board determined that the Transaction is in the best interests of the Company and fair to the shareholders of the Company (other than the Rollover Shareholders) and the Board (excluding conflicted directors) unanimously recommends that shareholders of the Company (other than the Rollover Shareholders) vote in favour of the Transaction at the special meeting of shareholders to be held to approve the Transaction (the "Special Meeting").
The Transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (
The Arrangement Agreement includes customary deal-protection provisions. The Company is subject to non-solicitation provisions and in certain circumstances, the Board may terminate the Arrangement Agreement in favour of an unsolicited superior proposal, subject to the payment of a termination fee of
The Company expects to hold the Special Meeting to consider and vote on the Transaction in
In connection with the Transaction, each of the Rollover Shareholders have entered into irrevocable support and voting agreements pursuant to which they have agreed to vote their Company Shares in favour of the Transaction at the Special Meeting. The members of the Special Committee have also entered into support and voting agreements to vote their Company Shares in favour of the Transaction at the Special Meeting, subject to certain customary exceptions.
The Company Shares subject to support and voting agreements represent approximately 33.8% of outstanding Company Shares.
McCarthy Tétrault LLP is acting as legal counsel to the
Further details regarding the terms and conditions of the Transaction are set out in the Arrangement Agreement, which will be publicly filed by the Company under its profile at www.sedar.com. Additional information regarding the Transaction will be provided in the information circular to be sent to shareholders in advance of the Special Meeting, which will also be filed at www.sedar.com.
Certain statements made herein, including statements relating to matters that are not historical facts and statements of the Company's beliefs, intentions and expectations about developments, results and events which will or may occur in the future, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information relates to future events or future performance, reflect current expectations or beliefs regarding future events and is typically identified by words such as "anticipate", "believe", "could", "estimate", "expect", "intend", "likely", "may", "plan", "seek", "should", "will" and similar expressions suggesting future outcomes or statements regarding an outlook. Forward-looking information includes, but is not limited to, statements with respect to the Transaction, including the expected timing of the Special Meeting, closing and various other steps to be completed in connection with the Transaction, the expected indirect ownership interest of each of the members of the Consortium in the Company following closing of the Transaction, expected de-listing of the Company Shares following closing of the Transaction and other statements that are not historical facts.
Forward-looking information is based upon certain assumptions and other important factors that, if untrue, could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such information. There can be no assurance that such information will prove to be accurate. Such information is based on numerous assumptions, including assumptions regarding the ability to complete the Transaction on the contemplated terms or at all, that the conditions precedent to closing of the Transaction can be satisfied, and assumptions regarding present and future business strategies, local and global economic conditions, and the environment in which the Company operates.
Although the Company believes that the forward-looking information in this news release is based on information and assumptions that are current, reasonable and complete, this information is by its nature subject to a number of factors, many of which are beyond the Company's control, that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking information, including, without limitation, the following factors, many of which are beyond the Company's control and the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder and court approvals or satisfy other conditions of closing necessary to complete the Transaction or for other reasons; (b) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; (c) risks relating to the retention of key personnel during the interim period; (d) the possibility of litigation relating to the Transaction; (e) risks related to the diversion of management's attention from the Company's ongoing business operations; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transaction. The Company cautions that the foregoing list is not exhaustive of all possible factors that could impact the Company's results.
Readers are cautioned not to place undue reliance on forward-looking information. By its nature, forward-looking information involves numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Events or circumstances could cause the Company's actual results to differ materially from those estimated or projected and expressed in, or implied by, this forward-looking information.
Investors and others should carefully consider the foregoing factors and other uncertainties and potential events and should not rely on the Company's forward-looking information to make decisions with respect to the Company. Furthermore, the forward-looking information contained herein are made as of the date of this document and the Company does not undertake any obligation to update or to revise any of the included forward-looking r information, whether as a result of new information, future events or otherwise, except as required by applicable law. All forward-looking information contained herein is expressly qualified by this cautionary statement.
Founded in 1998,
The Company's name was changed from
Neither
SOURCE
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