- Offer of $0.10 in cash per
share, representing a 122% premium
- Board has unanimously agreed to support and recommends that
minority shareholders approve the transaction
- Company's second largest shareholder, owning 57.6% of the
shares voting in respect of the necessary minority approval, has
agreed to support the transaction
MONTREAL, Jan. 3, 2025
/CNW/ - Carebook Technologies Inc. ("Carebook" or the
"Company") (TSXV: CRBK), a leading Canadian provider of
innovative digital health solutions, and UIL
Limited ("UIL"), the largest shareholder of the
Company, are pleased to announce that they have entered into an
arrangement agreement dated January 2,
2025 (the "Arrangement Agreement") pursuant to which
UIL will acquire all of the common shares (the "Common
Shares") in the capital of Carebook, other than those Common
Shares already owned by UIL or its affiliates and associates, by
way of a plan of arrangement (the "Arrangement"). Pursuant
to the Arrangement, holders of Common Shares, other than those
Common Shares already owned by UIL or its affiliates and
associates, will receive $0.10 per
Common Share (the "Consideration"). The Arrangement is
expected to close in the first quarter of 2025, subject to the
satisfaction of customary closing conditions.
The Consideration represents a premium of approximately 122%, to
the closing price of the Common Shares of $0.045 on the TSX Venture Exchange (the
"TSXV") on January 2, 2025,
the last trading day prior to the announcement of the Arrangement.
There is no financing condition for the Arrangement.
The signing of the Arrangement Agreement and the approval of the
Arrangement followed the unanimous approval of the board of
directors of the Company (the "Board") (with Alasdair Younie abstaining) following the
unanimous recommendation of a committee of independent directors
(the "Special Committee") of the Board.
"This transaction, with its significant cash premium, represents
a positive outcome for Carebook and delivers immediate liquidity
for our shareholders" said Michael
Peters, Chief Executive Officer of Carebook. "As a private
company, Carebook will have the flexibility and resources to
continue to implement its strategic vision without the added
financial and administrative burden of remaining a reporting issuer
in what remains a challenging capital markets environment. We look
forward to this exciting next step in Carebook's evolution."
Transaction Details
Pursuant to the terms of the Arrangement Agreement, UIL will
acquire all of the Common Shares in the capital of Carebook, other
than those Common Shares already owned by UIL or its affiliates and
associates, for $0.10 per Common
Share in cash.
Holders of the outstanding stock options of Carebook (the
"Options") will receive, for each Option held, an amount in
cash equal to the Consideration less the applicable exercise price
in respect of such Option, less any applicable withholdings, and if
such amount is zero or negative, no amount shall be payable.
The Arrangement Agreement contains customary non-solicitation
provisions prohibiting Carebook from soliciting competing
acquisition proposals, as well as "fiduciary out" provisions that
allow the Company to consider and accept a superior proposal,
subject to a "right to match" provision in favor of UIL. The
Arrangement Agreement provides for an expense reimbursement fee
payable by the Company to UIL if the Arrangement Agreement is
terminated in certain circumstances. The Arrangement Agreement also
provides for payment by UIL to the Company of an expense
reimbursement fee, if the Arrangement Agreement is terminated in
certain other specified circumstances.
The Arrangement will be completed pursuant to a court-approved
plan of arrangement under section 192 of the Canada Business
Corporations Act and is subject to satisfaction of customary
closing conditions for transactions of this nature, including court
approval and the approval of the shareholders of Carebook, as
further set out below. Immediately following the completion of the
Arrangement, the Common Shares will be delisted from the TSXV and
it is anticipated that the Company will make an application to
cease to be a reporting issuer, following the approval of which,
the Company will no longer be subject to the reporting requirements
of applicable Canadian securities legislation.
Completion of the Arrangement is subject to court approval and
various closing conditions, including the approval of at least (i)
two-thirds (66 2/3%) of the votes cast by shareholders present in
person or represented by proxy at the special meeting of the
shareholders to be called to approve the Arrangement (the
"Special Meeting") (each holder of Common Shares being
entitled to one vote per Common Share) and (ii) the approval of a
simple majority of the holders of Common Shares present in person
or represented by proxy at the Special Meeting, excluding the votes
of UIL and its affiliates and associates and any other shareholders
required to be excluded for purposes of the "minority approval"
requirement under Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions ("MI
61-101") in the context of a "business combination" (the
"Minority Shareholders"). Further details regarding
applicable voting requirements will be contained in a management
information circular to be filed on SEDAR+ at
www.sedarplus.com and mailed to Carebook's shareholders in
connection with the Special Meeting to approve the Arrangement.
MedTech Investment, L.P., the second largest shareholder of the
Company, has entered into an irrevocable voting and support
agreement (the "Support Agreement") with UIL whereby it has
agreed to, among other things, vote all of the Common Shares held
by it and its affiliates (collectively, the "Supporting
Shareholders") in favour of the special resolution to approve
the Arrangement at the Special Meeting (the "Arrangement
Resolution") and against any resolution or transaction which
would in any manner prevent or delay the Arrangement. The
24,032,996 Common Shares subject to the Support Agreement represent
approximately 57.6% of the Common Shares held by Minority
Shareholders and therefore represent the necessary majority with
respect to the required minority approval described above. The
Support Agreement also provides that the Supporting Shareholders
will not, for a period of six months following the date of the
Support Agreement, and notwithstanding its termination, enter into
a voting support agreement or similar agreement, commitment or
understanding pursuant to which to tender or vote their Common
Shares with any other person in respect of a competing acquisition
proposal.
The Arrangement is expected to close in the first quarter of
2025, subject to the satisfaction of customary closing
conditions.
Copies of the Arrangement Agreement and of the management
information circular for the Special Meeting will be filed with
Canadian securities regulators and will be available on the SEDAR+
profile of Carebook at www.sedarplus.com. Carebook's shareholders
are urged to read those and other relevant materials when they
become available.
Fairness Opinion
BDO Canada LLP ("BDO"), the financial advisor of the
Special Committee of the Board, has delivered an oral opinion (the
"Fairness Opinion") to the Special Committee that, as of
January 2, 2025, and subject to the
assumptions, limitations and qualifications to be set forth in
BDO's written fairness opinion that will be included in the
management information circular that will be sent to the
shareholders of the Company in connection with the Special Meeting,
the Consideration to be received by the Minority Shareholders
pursuant to the Arrangement Agreement is fair, from a financial
point of view, to the Minority Shareholders. The management
information circular will also include factors considered by the
Special Committee and the Board and other relevant information.
The Arrangement is exempt from the formal valuation requirement
of MI 61-101 as no securities of the Company are listed on a
specified stock exchange.
Unanimous Approval of Carebook Special Committee and Board of
Directors
The Special Committee has unanimously recommended that the Board
approve the Arrangement Agreement and unanimously recommends that
the Board recommend that the Minority Shareholders vote in favour
of the Arrangement Resolution at the Special Meeting. The Board,
after receiving the unanimous recommendation of the Special
Committee, has unanimously (with Alasdair
Younie, one of the principals of UIL and a director of the
Company, having recused himself from the meeting) determined that
the Arrangement is in the best interest of the Company and
unanimously recommends that Minority Shareholders vote in favour of
the Arrangement Resolution at the Special Meeting.
In addition, all of the directors and executive officers of the
Company, who collectively exercise control or direction over
approximately 0.53% of the Common Shares have entered into support
and voting agreements pursuant to which they have agreed, subject
to the terms thereof, to vote all of their Common Shares in favour
of the Arrangement Resolution at the Special Meeting.
UIL Early Warning Disclosure
UIL, together with its affiliates, currently beneficially owns
or has control or direction over, directly or indirectly,
61,046,167 Common Shares, representing approximately 59.4% of
the currently issued and outstanding Common Shares. Following
completion of the Arrangement, UIL and its affiliates will own or
have control or direction over, directly or indirectly, 100% of the
Common Shares in the capital of Carebook.
This disclosure is issued pursuant to National Instrument 62-104
- Take-Over Bids and Issuer Bids, which also requires
an early warning report to be filed containing additional
information with respect to the foregoing matters. A copy of the
early warning report will be made available on SEDAR+ under
Carebook's issuer profile at www.sedarplus.com and may be
obtained upon request from UIL by contacting Alastair Moreton at the contact information
below.
UIL has its registered office located at Clarendon House, 2
Church Street, Hamilton HM 11, Bermuda. The Company's head office is located
at 2045 Stanley St Montreal,
Quebec H3A 2V4 Canada. For
further information and/or a copy of the related early warning
report to be filed on SEDAR+ under the Company's profile at
www.sedarplus.com, please contact the Corporate Secretary of UIL by
phone at: +44 1372 271486, or by email at:
alastair.moreton@icm.limited.
Advisors
BDO Canada LLP is acting as financial advisor to the Special
Committee, and Stikeman Elliott LLP is acting as legal advisor to
the Special Committee and the Company.
Norton Rose Fulbright Canada LLP is acting as legal advisor to
UIL on the proposed transaction.
About Carebook Technologies
Carebook's digital health platform empowers its clients and more
than 5.0 million members to take control of their health journey.
During 2021, the Company completed the acquisitions of InfoTech
Inc., a global leader in health and productivity risk management,
and CoreHealth Technologies Inc., owner of an industry-leading
wellness platform. In combination, these companies create a
comprehensive digital health platform that includes both assessment
tools and the technology to deliver complementary solutions.
Carebook's shares trade on the TSXV under the symbol "CRBK".
About UIL
UIL Limited is a Bermuda
exempted closed end investment company whose investment objective
is to maximise shareholder returns by identifying and investing in
investments worldwide where the underlying value is not fully
recognised. Its ordinary shares are admitted to trading on
the Specialist Fund Segment of the Main Market of the London Stock
Exchange and they have a secondary listing on the Bermuda Stock
Exchange. UIL's portfolio is managed by ICM Limited and ICM
Investment Management Limited and as at 30
November 2024 it had gross assets of £244m.
Forward Looking Information
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
information") within the meaning of applicable securities laws
in Canada. 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. In some
cases, forward-looking information can be identified by the use of
forward-looking terminology such as "expects", "estimates",
"outlook", "forecasts", "projection", "prospects", "intends",
"anticipates", "believes", or variations of such words and phrases,
or statements that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
In addition, any statements that refer to expectations, intentions,
projections or other characterizations of future events or
circumstances contain forward-looking information. Statements
containing forward-looking information are not historical facts but
instead represent management's expectations, estimates and
projections regarding future events or circumstances.
Forward-looking information in this news release includes, among
other things, statements relating to Carebook's business in
general; statements relating to the Arrangement, the parties'
ability to complete the transactions contemplated by the
Arrangement Agreement and the timing thereof, including the
parties' ability to satisfy the conditions to the consummation of
the Arrangement, the receipt of the required shareholder approval
and court approval and other customary closing conditions, the
possibility of any termination of the Arrangement Agreement in
accordance with its terms, and the expected benefits to the Company
and its shareholders of the Arrangement.
Risks and uncertainties related to the transaction contemplated
by the Arrangement Agreement include, but are not limited to: the
possibility that the Arrangement will not be completed on the terms
and conditions, or on the timing, currently contemplated, and that
it may not be completed at all, either due to a failure to obtain
or satisfy, in a timely manner or otherwise, required shareholder
and court approvals and other conditions to the closing of the
Arrangement, or for other reasons; the risk that competing offers
or acquisition proposals will be made; the negative impact that the
failure to complete the Arrangement for any reason could have on
the price of the Common Shares or on the business of the Company;
UIL's failure to pay the Consideration at the closing of the
Arrangement; the ability of the Company or UIL to pay any expense
reimbursement fee under the Arrangement Agreement, should any such
fee become payable; significant disruptions to the business of
Carebook, including loss of clients or employees due to transaction
related uncertainties, industry conditions or other factors; risks
relating to employee retention; the risk of regulatory changes that
may materially impact the business or the operations of Carebook;
the risk that legal proceedings may be instituted against Carebook;
risks related to the diversion of management's attention from
Carebook's ongoing business operations while the Arrangement is
pending; and other risks and uncertainties affecting Carebook,
including those described in the Company's management discussion
and analysis for the year ended December 31,
2023, as well as in other filings and reports Carebook may
make from time to time with the Canadian securities
authorities.
Although we have attempted to identify important risk factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other risk
factors not presently known to us or that we presently believe are
not material that could also cause actual results or future events
to differ materially from those expressed in forward-looking
information. There can be no assurance that such forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in
forward-looking information. No forward-looking statement is a
guarantee of future results. Accordingly, you should not place
undue reliance on forward-looking information, which speaks only as
of the date made. The forward-looking information contained in this
news release represents the Company's expectations as of the date
of this news release (or as of the date such forward-looking
information is otherwise stated to be made) and is subject to
change after such date. However, the Company disclaims any
intention, obligation or undertaking to update or revise any
forward-looking information whether as a result of new information,
future events, or otherwise, except as required under applicable
securities laws in Canada. All of
the forward-looking information contained in this news release is
expressly qualified by the foregoing cautionary statements.
This announcement is for informational
purposes only and does not constitute an offer to purchase or a
solicitation of an offer to sell, or an offer to sell or a
solicitation of an offer to purchase, any securities of
Carebook.
For further information contact:
Olivier Giner,
CFO
Email : ir@carebook.com
Telephone: (450) 977-0709
Alastair
Moreton
Email: alastair.moreton@icm.limited
ICM Limited, Secretary
Telephone: +44 1372 271486
SOURCE Carebook Technologies Inc.
