Inspira Financial receives claim over RBP buy 2016-11-04 17:00 ET - News Release
Mr. Edward Brann reports
INSPIRA FINANCIAL RECEIVES SHAREHOLDER MEETING REQUISITION AND NOTICE OF CIVIL CLAIM; BOARD MEMBER DESIGNATED TO IMPROVE SHAREHOLDER COMMUNICATION
TerraNova Partners LP has provided Inspira Financial Inc. with a shareholder meeting requisition dated Nov. 1, 2016, as well as a notice of civil claim filed on Nov. 2, 2016. Additionally, the Board of Directors of Inspira has appointed Mr. Edward Brann, who recently joined the Board of Directors and is serving as Interim CFO, and to has been designated as the member to focus on improving shareholder communications.
Requisition
The Requisition demands the convening of a meeting of shareholders to disclose relevant information about, and have a shareholder vote on, Inspira's acquisition (the "Acquisition") of RBP Healthcare Technologies, and to replace the current directors.
In Inspira's press release issued at 9:01 a.m. (EST) on November 1, 2016 disclosing the results for its 2017 second quarter, Inspira noted that closing of the arm's length Acquisition was "expected in the coming days". Consistent with such disclosure, the arm's length Acquisition has been completed. Nevertheless, Inspira is reviewing the Requisition and will provide a response in the near future.
Claim
The Claim seeks, among other things, an interim injunction to prevent the closing of the Acquisition without shareholder approval as well as disclosure of other information. Inspira has retained counsel and is reviewing the Claim.
Terra Nova has made numerous statements in the Claim and in its press release of November 2, 2016 that the Company believes are ambiguous or patently false.
To provide clarity to shareholders, it is important to note that the arm's length Acquisition was approved by the TSX Venture Exchange (the "TSXV"). The Company also believes that it has complied fully with securities laws in completing the arm's length Acquisition and in providing disclosure in connection therewith.
- None of the former shareholders of RBP are "related parties" (as such term is defined in Multilateral Instrument 61-101 of the Ontario and Quebec securities regulators) or non-arm's length parties" (as such term is defined by the TSXV) of Inspira and the Acquisition is an arm's length transaction to Inspira.
- The purchase price paid to the former shareholders of RBP was 8,347,481 common shares of Inspira.
- The Acquisition has current revenues, a roster of clients and a pipeline of potential clients and is expected to have a positive impact on revenues and earnings over time.
As required by applicable securities laws, the Company will file a material change report and a copy of the agreement that gave effect to the Acquisition, under its profile at www.sedar.com, within the next few days.
Shareholder Communications
Having been recently added to the Board, Mr. Edward Brann has been designated to lead an initiative to improve shareholder communications in the upcoming weeks and is looking into strategies to better and more regularly inform the market about the current state of Inspira and the opportunities ahead.
"I, too, have been frustrated in the past with Inspira's lack of consistent communications to the markets," said Mr. Brann. "As a significant shareholder, I think the past strategy of minimal communications was a mistake. While Inspira did meet all requirements for disclosure, I don't think enough has been done to update our shareholders as to the state of the business or the exciting opportunities for growth that exist."
"Rather than take a confrontational approach," continued Mr. Brann. "I have been advocating for the last several months to replace board members and management and now, having joined the board, am finally in a position to change the culture of this company to a more shareholders focused enterprise. I am finalizing a plan to ensure more communications more often, including making the management available for meetings with shareholders in the near future. I am fully supportive of this SaaS billing company acquisition and I believe once all shareholders, including TerraNova, have the benefit of improved communications, we can all focus on improving the value of our company rather than fighting over it."
Dividend
Inspira would also like to clarify that its quarterly dividend (announced on November 1, 2016) will be equal to CAD$0.0055 per common share on outstanding common shares, a 10% increase from the last quarter. The dividend is payable on November 30, 2016, to shareholders of record at the close of business on November 16, 2016. Quarterly dividends are only payable as and when declared by the Board and there is no entitlement to any dividend prior thereto.
We seek Safe Harbor.
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