Planet DDS, Inc. signed a letter of intent to acquire Apteryx Imaging Inc. (TSXV:XRAY) from Adam Hirsh and others for CAD 29.3 million on March 26, 2020. Planet DDS will acquire all shares of Apteryx Imaging for CAD 0.68 each. Planet DDS, Inc. entered into an arrangement agreement to acquire Apteryx Imaging Inc. (TSXV:XRAY) for CAD 27.9 million on June 14, 2020. As per the terms of agreement, Planet DDS will acquire Apteryx Imaging's outstanding common and preferred shares for a revised price of CAD 0.65 per share in an all-cash transaction. In respect of each outstanding Apteryx option, whether vested or unvested, an amount equal to the consideration per common share less the applicable exercise price in respect of such Apteryx option will be paid, in respect of each outstanding Apteryx Deferred Share Units, whether vested or unvested, an amount equal to the consideration per common share will be paid and in respect of each outstanding Apteryx warrant an amount equal to the consideration per common share less the applicable exercise price in respect of such Apteryx warrant will be paid. Apteryx has agreed to pay a termination fee of CAD 2.34 million. At the meeting, Apteryx common shareholders will be called upon to elect David Gane, Joel Leetzow, Avi Naider, George Reznik, Alexander Ryzhikov, Lou Shuman and Darryl Yea as directors by ordinary resolution. The transaction is subject to approval of at least 66.6% of security holder of Apteryx, court and other approvals, certain third-party consent, satisfaction of other closing conditions, dissent rights shall not have been exercised (and not withdrawn) with respect to more than 5% of the issued and outstanding Apteryx shares and the Net Liquid Assets on the close of business on the second business day prior to the effective date shall be no less than $1.75 million (CAD 2.39 million). The Apteryx Board has unanimously determined, based on among other things, the unanimous recommendation of the Special Committee and the fairness opinion that the arrangement is in the best interests of Apteryx and is fair to Apteryx security holders and will unanimously recommend that Apteryx security holders vote in favor of the arrangement at the meeting. A special committee of independent Directors was established by Apteryx's Board of Directors. As of June 26, 2020, Apteryx Imaging Inc. intends to hold an annual general and special meeting of security holders on August 5, 2020 to approve the transaction. As of August 5, 2020, security holders of Apteryx approved the transaction. The transaction is expected to close shortly following the meeting. As of August 5, 2020, the transaction is expected to close on or about August 11, 2020. The Special Committee of Apteryx has engaged Canaccord Genuity Corp. as its exclusive financial advisor and Canaccord has also provided the fairness opinion. David Selley and Denise Nawata of Farris LLP served as legal advisors to Apteryx in connection with the transaction. John G. Lorito, Lindsay Gwyer, Kris R. Noonan, Jonathan N. Auerbach, Rachel V. Hutton, Sara Zborovski, Brian M. Pukier and Daniel N. Borlack of Stikeman Elliott LLP acted as Canadian legal advisors to Planet DDS and Oreste Cipolla of Goodwin Procter LLP acted as US legal advisor to Planet DDS. Computershare Investor Services acted as the transfer agent to Apteryx Imaging and Computershare Investor Services acted as the depositary bank to Planet DDS.