MONTREAL, Oct. 3, 2023
/CNW/ - Dialogue Health Technologies Inc. (TSX: CARE)
("Dialogue" or the "Company"), Canada's premier health and wellness virtual
care platform, is pleased to announce the completion of the
previously-announced statutory plan of arrangement (the "Plan of
Arrangement") under the provisions of the Canada Business
Corporations Act involving the Company and Sun Life Financial
Inc. ("Sun Life"). Pursuant to the Plan of Arrangement, Sun
Life indirectly acquired all of the issued and outstanding common
shares in the capital of the Company (the "Shares") (other
than those already owned indirectly by Sun Life and
certain Shares owned by members of the Company's management) for
$5.15 per Share in cash (the
"Consideration").
With the Plan of Arrangement now complete, the Company's
Shares are expected to be delisted from the Toronto Stock Exchange
(the "TSX") shortly after the date hereof. The Company also
will apply to cease to be a reporting issuer under applicable
Canadian securities laws.
Action Required by the Company's
Shareholders
Registered shareholders of the Company are reminded to submit a
properly completed and signed letter of transmittal, together with
all required documents, including the share certificate(s) and/or
Direct Registration System (DRS) Advice(s) representing Shares
formerly held by them, as applicable, to Computershare Investor
Services Inc. Registered shareholders who have questions or require
assistance can contact Computershare toll free at 1-800-564-6253 in
North America, or at
1-514-982-7555 outside North
America, or by email at
corporateactions@computershare.com.
For additional details regarding the Plan of Arrangement see the
Company's management proxy circular dated August 17, 2023, a copy of which can be found
under the Company's profile on SEDAR at www.sedarplus.ca.
FORWARD–LOOKING
STATEMENTS
This press release contains "forward–looking statements" and
"forward–looking information" within the meaning of Canadian
securities laws. Forward–looking statements in this press release
include, but are not limited to, statements with respect to the
timing for de-listing of the Shares from the TSX and the Company
ceasing to be a reporting issuer. These statements are based upon
information currently available to Dialogue. All information that
is not clearly historical in nature may constitute forward–looking
statements. In some cases, forward–looking statements may be
identified by the use of terms such as "forecast", "assumption" and
other similar expressions or future or conditional terms such as
"anticipate", "believe", "could", "estimate", "expect", "intend",
"may", "plan", "predict", "project", "will", "would", and "should".
Forward–looking statements contained in this press release are
based on certain factors and assumptions made by management of
Dialogue based on their current expectations, estimates,
projections, assumptions and beliefs regarding their respective
businesses and the arrangement and Dialogue does not provide any
assurance that actual results will meet management's expectations.
While they consider these assumptions to be reasonable based on
information currently available to them, they may prove to be
incorrect. Such forward–looking statements are not guarantees of
future events or performance and by their nature involve known and
unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements to be materially
different from any future results, performance or achievements
expressed or implied by such forward–looking statements. Although
Dialogue has attempted to identify important factors that could
cause actual actions, events or results to differ materially from
those described in forward–looking statements, other factors may
cause actions, events or results to be different than anticipated,
estimated or intended. There can be no assurance that such
statements will prove to be accurate as actual results and future
events could vary or differ materially from those anticipated in
such forward–looking statements. Accordingly, readers should not
place undue reliance on forward–looking information. Dialogue does
not undertake to update any forward–looking information or
statements, whether as a result of new information or future events
or otherwise, except as may be required by applicable securities
laws.
About Dialogue
Incorporated in 2016, Dialogue is Canada's premier virtual healthcare and
wellness platform, providing affordable, on-demand access to
quality care. Through its team of health professionals, it serves
employers and organizations who have an interest in the health and
well-being of their employees, members and their families.
Dialogue's Integrated Health Platform™ is a one-stop healthcare hub
that centralizes all programs in a single, user-friendly
application, providing access to services 24 hours per day, 365
days per year from the convenience of a smartphone, computer or
tablet. Dialogue is the first virtual care provider to receive the
Accreditation Canada Primer award, a third-party validation of
safety and high-level quality of care. For more information, please
visit the Company's website at www.dialogue.co.
SOURCE Dialogue Health Technologies Inc.