IBEX Technologies Inc. (“
IBEX” or
the “
Company”) (TSX Venture: IBT) is pleased
to announce that it has entered into a binding acquisition
agreement dated February 9, 2024
(the “
Acquisition Agreement”) and related
agreements with 15720273 Canada Inc.
(the “
Purchaser”), a newly-incorporated,
wholly-owned subsidiary of BBI Solutions OEM Limited
(“
BBI”), whereby BBI will acquire all of the
issued and outstanding shares of IBEX at a price of $1.45 per share
in cash. The transaction will be effected by way of an amalgamation
of IBEX and the Purchaser under the Canada Business Corporations
Act (the “
Amalgamation”) to form an
amalgamated corporation (“
Amalco”). Under the
Amalgamation, each issued and outstanding common share of IBEX will
be exchanged for one redeemable preferred share of Amalco, which
will immediately be redeemed for $1.45 cash per share. The total
consideration is approximately $37.9 million.
The purchase price of $1.45 per share represents
a 29.5% premium to the $1.12 closing price of IBEX’s common shares
on the TSX Venture Exchange on February 9, 2024, the last closing
price prior to the signing of the Acquisition Agreement, and a
28.3% premium to the volume-weighted average trading price of $1.13
of IBEX’s common shares on the TSX Venture Exchange for the 30
trading days ended February 9, 2024.
“The Board of Directors of IBEX believes that
this transaction will benefit all IBEX stakeholders. We are
extremely pleased that IBEX will join the BBI family,” said
Paul Baehr, Chairman, President and Chief Executive Officer of
IBEX. “In particular, we look forward to additional development
projects for IBEX and its Canadian partners,” Mr. Baehr
added.
“We are delighted to welcome IBEX’s employees to
BBI and to add its enzymes to our fast-growing portfolio of
recombinant proteins. We look forward to drawing on IBEX’s
considerable expertise and know-how as we combine our teams to the
benefit of our customers around the world,” said
Mario Gualano, Chief Executive Officer of BBI.
Annual and Special Meeting of
Shareholders
IBEX has called an Annual and Special Meeting of
shareholders (the “Meeting”) to be held in
Montreal, Québec on April 3, 2024, to vote on the
Amalgamation. The Amalgamation is subject to approval by at least
two-thirds of the votes cast by IBEX shareholders present in person
or represented by proxy and entitled to vote at the Meeting. IBEX
will prepare and file a detailed Management Information Circular
shortly after the record date of February 22, 2024 for the
Meeting. Subject to shareholders approving the Amalgamation, the
Amalgamation is expected to take effect shortly after the Meeting.
Upon completion of the Amalgamation, shareholders will cease to
hold shares of IBEX and IBEX will be delisted from the TSX Venture
Exchange.
The Board of Directors of IBEX, after
consultation with its financial and legal advisors, has unanimously
approved entering into the Acquisition Agreement. In doing so, the
Board of Directors determined that the Amalgamation is fair to the
shareholders of IBEX and in the best interests of IBEX, and
authorized the submission of the Amalgamation to shareholders for
their approval at the Meeting.
In making its determination, the Board of
Directors considered, among other things, an opinion from Fort
Capital Partners to the effect that, as of February 9, 2024
and based upon and subject to the limitations, assumptions and
qualifications contained therein, the consideration of $1.45 cash
per share to be received by the shareholders in the Amalgamation is
fair, from a financial point of view, to the shareholders. The
Board of Directors unanimously recommends that shareholders vote
for the special resolution.
Support and Voting Agreements
Representing 47.15% of Outstanding Shares
Paul Baehr, Chairman, President and Chief
Executive Officer of IBEX, and all of IBEX’s other directors and
senior officers, holding in the aggregate approximately 10.39% of
IBEX’s outstanding shares, have entered into Support and Voting
Agreements with the Purchaser under which they have each agreed
irrevocably to support and vote their shares in favour of the
Amalgamation. Under the Support and Voting Agreements, the
directors and senior officers have agreed, among other things, not
to take any action which may in any way adversely affect the
success of the Amalgamation.
In addition, McLean Capital Inc. of Laval,
Québec, and entities managed and advised by MILFAM LLC,
holding in the aggregate approximately 36.76% of IBEX’s outstanding
shares, have entered into similar Support and Voting Agreements
with the Purchaser under which they have each agreed irrevocably to
support and vote their shares in favour of the Amalgamation. As a
result, shareholders holding in the aggregate approximately 47.15%
of IBEX’s outstanding shares have entered into Support and Voting
Agreements with the Purchaser.
The Acquisition Agreement contains
deal-protection provisions in favour of IBEX and the Purchaser
customary for a transaction of this kind. The Purchaser and IBEX
are at arm’s-length. IBEX will file a copy of the Acquisition
Agreement and related agreements on SEDAR+. In addition to
shareholder approval, the Amalgamation is subject to IBEX obtaining
required regulatory approvals and satisfaction of certain
conditions set out in the Acquisition Agreement.
Advisors
Fasken Martineau DuMoulin LLP is acting as
legal counsel to IBEX in connection with the Amalgamation.
Fort Capital Partners provided a fairness
opinion to the Board of Directors of IBEX in connection with the
Amalgamation.
Laurel Hill Advisory Group has been retained as
IBEX’s shareholder communications advisor.
About IBEX
IBEX manufactures and markets enzymes for
biomedical use through its wholly-owned subsidiary IBEX
Pharmaceuticals Inc. (Montréal, QC).
For more information, please visit the Company’s
website at www.ibex.ca.
About BBI
BBI is an international provider of immunoassay
products and services to the global diagnostics and life sciences
industries. The company offers high-performance recombinant and
native reagents across the entire immunodiagnostic workflow,
including antigens, antibodies, enzymes and complementary reagents.
It also offers a one-stop service for lateral flow assay
development and lateral flow point of care manufacturing. Our core
purpose is serving the science of diagnostics and in doing so we
supply the majority of the main IVD players globally.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Safe Harbor Statement
All of the statements contained in this news
release, other than statements of fact that are independently
verifiable at the date hereof, are forward-looking statements. Such
statements, as they are based on the current assessment or
expectations of management, inherently involve numerous risks and
uncertainties, known and unknown. Some examples of known risks are:
the impact of general economic conditions, general conditions in
the pharmaceutical industry, changes in the regulatory environment
in the jurisdictions in which IBEX does business, stock market
volatility, fluctuations in costs, and changes to the competitive
environment due to consolidation or otherwise. Consequently, actual
future results may differ materially from the anticipated results
expressed in the forward-looking statements. In particular,
completion of the proposed Amalgamation is subject to numerous
conditions, termination rights and other risks and uncertainties,
including the ability of IBEX to satisfy closing conditions for the
Amalgamation, which includes shareholder approval. Accordingly,
there can be no assurance that the proposed Amalgamation will
occur, or that it will occur on the timetable or on the terms and
conditions contemplated. IBEX disclaims any intention or obligation
to update these statements, except if required by applicable
laws.
Contact:
Paul Baehr, Chairman, President & CEO IBEX
Technologies Inc. 514-344-4004 x 143
Shareholder Questions
Shareholders who have questions relating to the
Amalgamation may also contact IBEX’s shareholder communications
advisor:
Laurel Hill Advisory GroupToll free:
1-877-452-7184 (+1-416-304-0211 outside North
America)Email: assistance@laurelhill.com
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