Vigil Health Announces Interim Order for Acquisition by ASSA ABLOY
February 04 2022 - 7:36PM
Vigil Health Solutions Inc. (“
Vigil” or the
“
Company”) (TSXV: VGL) announced today that
further to the previously announced statutory plan of arrangement
(the “
Arrangement”) involving the Company and
ABLOY Canada Inc. (the “
Purchaser”), a subsidiary
within the ASSA ABLOY Group, an interim order of the British
Columbia Supreme Court (the “
Interim Order”) has
been obtained. The Interim Order provides for, among other things,
the calling and the holding of a special meeting (the
“
Meeting”) of holders of common shares in the
capital of Vigil (“
Common Shares”) and holders of
options to purchase Common Shares (collectively, the
“
Securityholders”) to consider and approve the
Arrangement. The granting of the Interim Order was a condition to
the completion of the Arrangement.
The Meeting is scheduled to be held at 11:00
a.m. (Vancouver time) on March 16, 2022 at The Vancouver Island
Technology Park, 2201-4464 Markham Street, Victoria, British
Columbia. The record date for the Meeting is January 27, 2022. The
notice of special meeting and management information circular (the
“Circular”) relating the Meeting will be mailed to
Securityholders in due course. A copy of the Circular will also be
available under Vigil’s profile on SEDAR at www.sedar.com. All
Securityholders are urged to read the Circular once it is
available.
If approved by Securityholders, and subject to
the final court approval and satisfaction or waiver of conditions
to closing, including receipt of the final approval of the TSX
Venture Exchange (the “TSXV”), the Purchaser will
acquire all of the Common Shares of Vigil at a price of $0.67 per
share in cash. The total equity value of the transaction is
approximately $12.55 million. The transaction is expected to close
on or around April 1, 2022. The Common Shares will thereafter be
delisted from the TSXV.
About ASSA ABLOY
The ASSA ABLOY Group is the global leader in
access solutions. The Group operates worldwide with 48,000
employees and sales of SEK 88 billion. The Group has leading
positions in areas such as efficient door openings, trusted
identities and entrance automation. ASSA ABLOY's innovations enable
safe, secure and convenient access to physical and digital places.
Every day, ASSA ABLOY help billions of people experience a more
open world.
About Vigil
Vigil offers a proprietary technology platform
combining software and hardware to provide comprehensive solutions
to the expanding seniors’ housing market. Vigil has established a
growing presence in North America and an international reputation
for being on the leading edge of systems design and integration.
Vigil’s objective is to offer solutions for the full continuum of
care. Vigil’s product range includes the innovative wireless
Vitality Care System™ featuring discreet 'mini pendants', a nurse
call system, mobile fall and incontinence monitoring, resident
check in and the award-winning Vigil Memory Care System. Learn more
about the company at www.vigil.com.
Forward-Looking Statements
This news release contains forward-looking
information within the meaning of applicable securities laws in
Canada (collectively, "forward-looking
statements"). The words "anticipates", "believes",
"budgets", "could", "estimates", "expects", "forecasts", "intends",
"may", "might", "plans", "projects", "schedule", "should", "will",
"would" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking
statements contain these identifying words. Forward-looking
statements in this news release include, but are not limited to,
statements about: the potential acquisition of Vigil by the
Purchaser in an all-cash transaction; the special meeting of
Securityholders; the expected timing of closing; the expected
timing of the mailing of materials for the Meeting and the holding
of the Meeting; and the delisting of the Common Shares from the
TSXV.
With respect to the forward-looking statements
contained in this news release, Vigil has made numerous assumptions
regarding, among other things: the Purchaser’s ability to finance
the transaction; and the ability of Vigil and the Purchaser to
satisfy all of the closing conditions to complete the transaction.
Readers are cautioned that the plans, intentions or expectations
disclosed in any forward-looking statements and underlying
assumptions may not be achieved and that they should not place
undue reliance on any forward-looking statement. Actual results or
events could differ materially from the plans, intentions,
expectations, and assumptions expressed or implied in any
forward-looking statements as a result of numerous risks,
uncertainties and other factors, including those relating to: the
possibility of not satisfying all of the closing conditions to
complete the transaction; the possibility that Vigil's
securityholders do not approve the transaction at Meeting; the
possibility that the applicable court does not approve the
Transaction; the possibility that all required regulatory
approvals, including the approval of the TSXV are not received;
competition from other healthcare technology companies; and
economic and capital market conditions.
For a more thorough discussion of the risks
associated with Vigil's business, see the "Risks and Uncertainties"
section in Vigil's management’s discussion and analysis for the
year ended March 31, 2021, filed with the securities regulators in
Canada at www.sedar.com. Although the Company has attempted to
identify important risks, uncertainties and other factors that
could cause actual results or events to differ materially from
those expressed or implied in the forward-looking statements, there
may be other factors that cause actual results or events to differ
from those expressed or implied in the forward-looking statements.
All forward-looking statements are qualified in their entirety by
this cautionary statement and Vigil undertakes no obligation to
revise or update any forward-looking statements as a result of new
information, future events or otherwise after the date hereof.
For further information please contact:Troy Griffiths, President
and CEOTel: (250) 383-6900Fax: (250) 383-6999Email:
information@vigil.com |
Vigil Health Solutions Inc.2102-4464 Markham StreetVictoria, BCV8Z
7X8Website: www.vigil.com |
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.
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