Approval of the Arrangement Resolution required the affirmative vote of: (a) at least two-thirds (2/3) of the votes cast by the holders of MVS present or represented by proxy and entitled to vote at the Meeting; (b) at least two-thirds (2/3) of the votes cast by the holders of SVS present or represented by proxy and entitled to vote at the Meeting; and (c) a simple majority of the votes cast by the holders of SVS present or represented by proxy and entitled to vote at the Meeting, other than Fairfax and any other person required to be excluded for the purpose of such vote under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
Details on the voting results at the Meeting are below:
Total MVS Voted at the Meeting | 34,054,824 |
Total MVS voted FOR the Arrangement Resolution | 34,054,824 |
Percent of MVS voted FOR the Arrangement Resolution | 100 % |
Total SVS Voted at the Meeting | 16,452,419 |
Total SVS voted FOR the Arrangement Resolution | 16,438,705 |
Percent of SVS voted FOR the Arrangement Resolution | 99.92 % |
Total SVS Voted at the Meeting, other than Fairfax and any other excluded person | 10,794,984 |
Total SVS voted FOR the Arrangement Resolution | 10,781,270 |
Percent of SVS voted FOR the Arrangement Resolution | 99.87 % |
A report on voting results for the Meeting will be filed under the Company's profile on SEDAR at www.sedar.com.
Recipe anticipates returning to the
Forward Looking Information
This press release contains "forward-looking information" as defined under applicable Canadian securities laws. This information includes, but is not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements made with respect to management's beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management's current beliefs and is based on information currently available to management. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.
The forward-looking statements included in this press release, including statements regarding the Arrangement, are not guarantees of future results and involve numerous risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements and information concerning completion of the Arrangement and the anticipated timing for completion of the Arrangement, management has provided same based on reliance on certain assumptions it considers reasonable at this time including that any conditions precedent to the closing of the Arrangement can be satisfied. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.
Risks and uncertainties related to the Arrangement include, but are not limited to: failure of Recipe and the Purchaser to obtain the required Court approval for, or satisfy other closing conditions to effect, the Arrangement; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the risk that, prior to or as a result of the completion of the Arrangement, the business of Recipe may experience significant disruptions, including loss of clients or employees due to transaction related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk that legal proceedings may be instituted against Recipe; and risks related to the diversion of management's attention from Recipe's ongoing business operations.
The forward-looking information contained in this press release is made as of the date of this press release, and should not be relied upon as representing Recipe's views as of any date subsequent to the date of this press release. Except as required by applicable law, Recipe management and the Board undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
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