The purpose of the Meeting is to consider and to vote upon matters in connection with a going private transaction (the "Going Private Transaction") by way of a share consolidation (the "Consolidation") and compulsory purchase pursuant to the terms and conditions of an agreement (the "Agreement") dated
In order to complete the Going Private Transaction, as contemplated in the Agreement, the Company is required to complete certain pre-Consolidation transactions, including amending the Bye-Laws (the "Pre-Consolidation Amendment") to allow shareholders holding shares in a street name through a nominee, such as a bank or broker, to be treated in the same manner as Shareholders whose shares are registered in their own names and, in certain circumstances, such as with the Going Private Transaction, to give Shareholders an enforceable right that is substantially equivalent to the appraisal remedy provided for in section 190 of the Canada Business Corporations Act, among other things.
At the Meeting, Shareholders entitled to vote at the Meeting will be asked to approve an ordinary resolution authorizing the Pre-Consolidation Amendment (the "Pre-Consolidation Amendment Resolution") that must be passed by a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting. Shareholders at the Meeting will also be asked to approve an ordinary resolution authorizing the Consolidation (the "Consolidation Resolution") that must be passed by a majority of votes cast by Shareholders present in person or represented by proxy at the Meeting.
As part of the Going Private Transaction, the Company has applied to have its shares voluntarily de-listed from the
The Company has mailed to Shareholders a notice of the Meeting, a form of proxy and a management information circular of the Company for the Meeting (the "Circular") containing important information relating to the Going Private Transaction, including the reasons why the Board (excluding Dr.
The Company has included in its mailing to Shareholders a letter of transmittal that provides information concerning the procedure Shareholders must follow in order to receive their cash entitlement if the Going Private Transaction is completed. Shareholders with addresses in
Trading of the Company's shares on the TSX will not be voluntarily halted at least three business days prior to the Meeting, which is a change from the Company's previous news release dated
Forward-Looking Statements
This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations. When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this news release includes information relating to the completion of the going private transaction. The forward-looking information is based on certain assumptions, which could change materially in the future, including the assumption that the Company is able to effect the privatization using the proposed method, the Company is able to obtain the necessary regulatory and shareholder approvals, the parties are able to satisfy or waive, if waiver is possible, the conditions to completing the transaction, the de-listing of the Company's shares from the TSX, and the Company ceasing to be a reporting issuer. Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the risk that the necessary regulatory and shareholder approvals are not obtained, the conditions to completing the transaction may not be met, or the transaction may be terminated or renegotiated on different terms. These and other risks are further described under "Risk Factors" in the Company's Annual Information Form dated
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.
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