MONTREAL, Jan. 16,
2025 /CNW/ - Carebook Technologies Inc.
("Carebook" or the "Company") (TSXV: CRBK), a
leading Canadian provider of innovative digital health solutions
announced today that it has filed and is in the process of mailing
the management information circular (the "Circular")
and related materials in connection with the special meeting (the
"Meeting") of its shareholders (the "Shareholders")
to be held virtually on February 18,
2025. The Meeting has been called for the Shareholders to
consider and, if deemed advisable, to pass a special resolution
(the "Arrangement Resolution") approving a previously
announced statutory plan of arrangement involving UIL Limited (the
"Purchaser" or "UIL"), pursuant to which the
Purchaser will acquire all of the issued and outstanding common
shares (the "Common Shares") in the capital of
Carebook, other than those Common Shares already owned by UIL or
its affiliates and associates, for C$0.10 per Common Share in cash
(the "Consideration"), the whole subject to the terms
and conditions of the arrangement agreement dated January 2, 2025 (the "Arrangement
Agreement") between the Company and the Purchaser
(the "Arrangement"). The Arrangement was publicly
announced on January 3, 2025.
Board Recommendation
The board of directors of the Company (the "Board")
having taken into account such factors and matters as it considered
relevant including, among other things, the recommendation of the
independent special committee of the Board (the "Special
Committee"), unanimously determined that the Arrangement is in
the best interests of the Company and fair, from a financial point
of view, to the Shareholders (other than UIL and its affiliates and
associates). Accordingly, the Board unanimously recommends that the
Shareholders vote in favour of the Arrangement Resolution at the
Meeting.
Reasons for the Recommendation
In making its recommendation to the Board, the Special Committee
considered and relied upon a number of substantive and procedural
factors as set out in the Circular, including, among others, the
following:
- Cash Consideration is an Attractive Premium to
Shareholders. The Consideration offered to Shareholders under
the Arrangement represents a premium of approximately 122% to the
closing price of the Common Shares of $0.045 on the TSX Venture Exchange
("TSXV") on January 2, 2025,
being the last trading day prior to the announcement of the
Arrangement.
- Value Supported by Fairness Opinion. BDO Canada LLP
("BDO"), the financial advisor of the Special Committee of
the Board, has delivered an opinion (the "Fairness Opinion")
to the Special Committee that, as of January
2, 2025, and subject to the assumptions, limitations and
qualifications set forth therein, the Consideration to be received
by the Shareholders (other than UIL and its affiliates and
associates) pursuant to the Arrangement Agreement is fair, from a
financial point of view, to those Shareholders. The Arrangement is
exempt from the formal valuation requirement of Multilateral
Instrument 61 101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"), as no securities of
the Company are listed on a specified stock exchange.
- Special Committee Oversight. The Special Committee,
which is comprised entirely of independent directors and was
advised by experienced and qualified independent financial and
legal advisors, oversaw, reviewed and considered, and directly
participated in the negotiation of, the Arrangement Agreement.
Interim Order
The Company has been granted an interim order (the "Interim
Order") from the Ontario Superior Court of Justice (Commercial
List) authorizing various matters, including the holding of the
Meeting and the mailing of the Circular.
Meeting and Circular
The Meeting is scheduled to be held as a virtual-only meeting
conducted via live audio webcast at
https://virtual-meetings.tsxtrust.com/en/1746 on
February 18, 2025 at 10:00 a.m. (Eastern time). It is recommended
that Shareholders join at least fifteen minutes before the start of
the Meeting. The Shareholders, regardless of geographic location,
will have an equal opportunity to participate in the Meeting
online, but will not be able to attend the Meeting in person. The
Shareholders of record as on the close of business on January 9, 2025 are entitled to receive notice of
and vote at the Meeting.
The Arrangement must be approved by (i) at least two-thirds (66
2/3%) of the votes cast by Shareholders virtually
present or represented by proxy at the Meeting (each holder of
Common Shares being entitled to one vote per Common Shares) and
(ii) the majority of the Shareholders 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
whose votes are required to be excluded for the purposes of
"minority approval" under MI 61-101, in the context of a "business
combination".
Shareholders may vote prior to the Meeting by completing a form
of proxy and voting information form in accordance with the
instructions provided therein, and delivering the executed form of
proxy to TSX Trust Company, the Company's transfer agent, before
10:00 a.m. (Eastern time) on
February 13, 2025 (or if the Meeting
is adjourned or postponed, not later than forty eight (48) hours
(excluding Saturdays, Sundays and statutory holidays) prior to the
commencement of the Meeting) (the "Proxy Deadline").
Shareholders are urged to vote well before the Proxy Deadline.
Shareholders may also vote at the Meeting. Registered
Shareholders may vote by completing a ballot online. Details on how
Shareholders who hold Common Shares through a broker, investment
dealer, bank, trust company or other intermediary can attend,
participate or vote at the Meeting are included in the
Circular.
The Circular provides important information on the Arrangement
and related matters, including the background to the Arrangement,
the rationale for the recommendation made by the Special Committee
and the Board, voting procedures and how to virtually attend the
Meeting. Shareholders are urged to read the Circular carefully and
in its entirety, and, if assistance is required, to consult their
financial, legal, tax or other professional advisors. The Circular
is being mailed to the Shareholders in compliance with applicable
laws and the Interim Order. The Circular is available on the SEDAR+
profile of Carebook at www.sedarplus.com.
The Arrangement is expected to close on or by the end of the
first quarter 2025, subject to obtaining the required Shareholder
approvals at the Meeting and all other conditions of the
Arrangement being satisfied.
Shareholder Questions and Assistance
Shareholders who have questions about the information contained
in the Circular, or require assistance with the procedure for
voting, including to complete the form of proxy or letter of
transmittal mailed together with the Circular, may contact TSX
Trust Company by mail at 301-100 Adelaide
Street West, Toronto, ON
M5H 4H1, by phone at 1 (866) 600-5869 (toll-free within
North America) or (416) 342-1091
(outside of North America), or by
email at tsxtis@tmx.com.
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.
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", "will", "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 include, among
other things, statements relating to Carebook's business in
general; and statements relating to the Meeting, the transaction,
the 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 transaction, the receipt of the required shareholder approvals
and Court approval and other customary closing conditions, and the
expected benefits to the Company and its shareholders of the
proposed transaction.
Risks and uncertainties related to the transactions contemplated
by the Arrangement Agreement include, but are not limited to: the
possibility that the transaction will not be completed on the terms
and conditions, or on the timing, currently contemplated, and that
it may not be completed at all, 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
transaction or for other reasons; the risk that competing offers or
acquisition proposals will be made; the negative impact that the
failure to complete the transaction for any reason could have on
the price of the Common Shares or on the business of the Company;
the Purchaser's failure to pay the Consideration at closing of the
transaction; the ability of the Company or the Purchaser to pay any
expense reimbursement fee under the Arrangement Agreement, should
such fee become payable; the business of Carebook may experience
significant disruptions, including loss of clients or employees due
to transaction related uncertainty, 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; and risks related to the diversion of
management's attention from Carebook's ongoing business operations
while the transaction is pending; and other risks and uncertainties
affecting Carebook, including those described in in the Company's
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 such forward-looking
information. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such 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 the date they are otherwise stated to be made) and
are subject to change after such date. However, the Company
disclaims any intention or 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 buy,
any securities of Carebook.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility
for the adequacy or accuracy of this news release.
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".
SOURCE Carebook Technologies Inc.
