|By PR Newswire||
|January 21, 2014 11:32 AM EST||
MONTREAL, Jan. 21, 2014 /CNW Telbec/ - Atrium Innovations Inc. (TSX:ATB & ATB.DB) ("Atrium" or the "Corporation"), a globally recognized leader in the development, manufacturing and commercialization of innovative, science-based natural health products, announced today that its shareholders and convertible debentureholders (together the "Securityholders") have approved the resolution authorizing the previously announced plan of arrangement (the "Arrangement") providing for the acquisition of all the outstanding Atrium shares for cash consideration of $24.00 per common share by corporations backed by the Permira funds and the acquisition by the Corporation of all of its outstanding convertible debentures. Pursuant to the Arrangement, Atrium's senior management will be rolling over up to approximately $8 million of equity investment in the Corporation.
The Arrangement resolution required the approval of 66 2/3% of the votes cast by shareholders of Atrium and of a simple majority of the votes cast by shareholders of Atrium other than Fonds de solidarité des travailleurs du Québec (F.T.Q.), Caisse de dépôt et placement du Québec and senior management (collectively, the "Interested Shareholders"), in each case present in person or represented by proxy at the special meeting of Securityholders (the "Special Meeting").
The approval of the Atrium convertible debentureholders was also sought at the Special Meeting to allow the convertible debentureholders to participate in the Arrangement. The participation in the Arrangement of the Atrium convertible debentureholders required the affirmative vote of 66 2/3% of the principal amount of convertible debentures held by the convertible debentureholders present in person or represented by proxy at the Special Meeting.
The Arrangement resolution was approved by 98.9% of the votes cast by shareholders of Atrium present or represented by proxy at the Special Meeting (including 98.4% of the votes cast by shareholders of Atrium other than the Interested Shareholders) and by 99.9% of the votes cast by convertible debentureholders of Atrium present or represented by proxy at the Special Meeting.
The Arrangement is also subject to approval by the Superior Court of Québec (Commercial Division) at a final hearing which has been scheduled to be held on January 27, 2014, at the Montréal Courthouse, in Montréal, Québec at 9:00 a.m. (Montréal time) or as soon thereafter as counsel may be heard. It is anticipated that the Arrangement will be completed in February 2014 subject to, without limitation, court approval as set forth above obtaining required regulatory approvals and the satisfaction or waiver of the other conditions precedent.
Atrium Innovations Inc. (TSX: ATB & ATB.DB) is a globally-recognized leader in the development, manufacturing, and commercialization of innovative, science-based natural health products which are distributed in more than 35 countries. The Corporation owns healthcare practitioner and specialized retail product brands that are at the forefront of science, innovation and education. Atrium has over 1,300 employees and operates seven manufacturing facilities with current Good Manufacturing Practices. Additional information is available at www.atrium-innovations.com.
Cautionary Note and Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Corporation and the Arrangement. These forward-looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward-looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Corporation's business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Corporation considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation and its business or the Arrangement.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the Corporation's quarterly and annual Management Discussion and Analysis for the fiscal year ended December 31, 2012 and the management information circular dated December 17, 2013 each filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Corporation's expectations as at the date of this press release and is subject to change after such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
SOURCE Atrium Innovations Inc.