General Biologicals Corporation entered into a letter of intent to acquire additional 77% stake in Pacgen Life Science Corporation for CAD 1.4 million.
The transaction is subject to approval at the annual general and special meeting of Pacgen shareholders expected to be held in mid-August 2020 by (i) 662/3% of votes cast by shareholders of Pacgen at the meeting and (ii) majority of the minority approval under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, the representations and warranties being true and correct, the aggregate number of common shares in respect of which dissent rights have been validly in connection with the arrangement shall not exceed 7.5% of the outstanding common shares, Pacgen shall have delivered to General Biologicals Corporation a written resignation and mutual release, in form and substance reasonably satisfactory to General Biologicals Corporation, from each of the Directors of Pacgen and each of its subsidiaries as directed by General Biologicals Corporation, duly executed by Pacgen and such directors, no material adverse effect, approval by court, approval by TSX Venture Exchange and other customary closing conditions. Based on the recommendation of the special committee, the fairness opinion of Evans and other factors, the Board of Directors of Pacgen Life Science, have unanimously approved the transaction, and recommend the holders of common shares to vote in favor of the transaction. The Board of Directors of Pacgen Life Science Corporation formed a special committee of independent directors to review and evaluate the terms of the proposal. As of September 15, 2020, the shareholders of Pacgen Life Science Corporation approved the transaction in its annual and special meeting. The transaction was approved by the Supreme Court of British Columbia on September 18, 2020. The transaction is expected to close on or by September 18, 2020. As of September 15, 2020, the transaction is expected to be completed on or about September 28, 2020.
Evans & Evans, Inc. acted as fairness opinion provider and financial advisor to Pacgen Life Science and confirms that the consideration offered to the shareholders is fair. Robin Mahood of McCarthy Tétrault LLP acted as the legal advisor to Pacgen Life Science Corporation and David Gunasekera of DuMoulin Black LLP acted as the legal advisor to General Biologicals Corporation. Computershare Trust Company of Canada acted as the depository bank and Computershare Trust Company of Canada acted as transfer agent for Pacgen Life Science.