Following the presentations by all advisors, the members of the Special Committee discussed the presentations and materials provided to them and the merits of the proposed Arrangement.
On February 8, 2023, following the meeting of the Special Committee, the Board of Directors met to consider the proposed Arrangement and to conduct a final review of its material terms and conditions as set out in the definitive agreements. Davies provided members of the Board of Directors with an overview of the material terms of the Arrangement Agreement, Plan of Arrangement, the Support and Voting Agreements and other definitive agreements relating to the Arrangement.
At the same Board of Directors meeting, BMO and Richter each presented a report of its respective analysis and reported its respective preliminary conclusion to the effect that, subject to the scope of review, assumptions, limitations and qualifications to be contained in the BMO Fairness Opinion or the Richter Independent Fairness Opinion, as applicable, as of February 8, 2023, the Consideration to be received by Shareholders under the Arrangement is fair, from a financial point of view, to such Shareholders.
On February 9, 2023, after the close of markets, the Special Committee met to receive the final advice of Richter and NRF and to determine whether to make any recommendation to the Board of Directors with regards to the Arrangement. Richter verbally delivered its fairness opinion to the Special Committee, which was subsequently delivered in writing, and reported its conclusion to the effect that, subject to the analysis, assumptions, qualifications and limitations set forth in the Richter Independent Fairness Opinion, as at February 9, 2023, the Consideration to be received by the Shareholders under the Arrangement Agreement is fair, from a financial point of view, to such holders of Shares. As part of this opinion, Richter: (i) summarized its mandate and the scope of its review; (ii) provided its comments and observations on the historical results and financial forecasts of the Company; (iii) provided a summary of the valuation methods used and value analysis performed; and (iv) summarized the considerations taken into account in assessing the fairness of the proposed Arrangement. BMO also confirmed that they would be in a position to provide a favourable fairness opinion to the Board of Directors on February 9, 2023. NRF confirmed that no changes were made to the transaction documents since the last Special Committee meeting held on February 8, 2023 and that such documents were in final form.
Following the presentations by all advisors, the Special Committee finalized its report and recommendation to the Board of Directors, taking into account the Richter Independent Fairness Opinion and such other matters as it considered relevant, including those set forth under the heading “The Arrangement - Reasons for the Arrangement”, and unanimously determined that the Arrangement is in the best interests of the Company and the Shareholders and unanimously recommended that the Board of Directors approve the Arrangement.
On February 9, 2023, following the meeting of the Special Committee, the Board of Directors met to receive the final advice of BMO, Richter and Davies to determine whether to make any recommendation to the Shareholders with regards to the Arrangement.
Having provided members of the Board of Directors with an overview of the material terms of the Arrangement Agreement, Plan of Arrangement, the Support and Voting Agreements and other definitive agreements relating to the transaction the day prior to such meeting, Davies confirmed that all legal advisors had approved the current versions of the transaction documents.
Following the representations by Davies, BMO verbally delivered the BMO Fairness Opinion to the Board of Directors, which was subsequently delivered in writing, and reported its conclusion to the effect that, based upon and subject to the scope of review, assumptions, limitations and qualifications contained in the BMO Fairness Opinion, as at February 9, 2023, the Consideration to be received by the Shareholders in respect of each of their Shares under the Arrangement is fair, from a financial point of view, to such Shareholders. Richter also verbally delivered its fairness opinion to the Board of Directors, as a whole (which opinion was subsequently delivered in writing to the Board of Directors and the Special Committee).
Following the representations by BMO and Richter, the Chair of the Special Committee presented the unanimous recommendation of the Special Committee to the other members of the Board of Directors.