Think Research to be acquired by Beedie Investments
2024-02-16 09:17 ET - News Release
Mr. Sachin Aggarwal reports
THINK RESEARCH ENTERS INTO DEFINITIVE AGREEMENT TO BE ACQUIRED BY BEEDIE CAPITAL
Think Research Corp. has entered into an arrangement agreement with Beedie Investments Ltd., pursuant to which Beedie Capital will acquire all of the common shares in the capital of the company, other than those shares owned by Beedie Capital and other shareholders, composed of certain directors and executive officers of the company, as well as other persons (such shareholders, collectively, the continuing shareholders), for cash consideration of 32 cents per share (collectively, the transaction). The consideration represents a 100-per-cent premium to the closing price of the shares on the TSX Venture Exchange on Feb. 15, 2024, the last trading day immediately prior to the announcement of the transaction, and a 75-per-cent premium to the 30-day volume-weighted average price (VWAP) of the shares on the TSX-V for the period ended Feb. 15, 2024. As of the date hereof, the continuing shareholders, collectively, beneficially own or control an aggregate of 21,706,567 shares (representing approximately 27.4 per cent of the issued and outstanding shares on a non-diluted basis). Beedie is a multistrategy direct investment platform managing alternative investments for one of the largest private companies in Western Canada.
"The Think team is pleased that Beedie Capital has demonstrated its confidence in the Company through this Transaction, the Consideration of which reflects a strong endorsement of the Company's value. Beedie Capital has a deep understanding of our business and we look forward to working with them to continue executing on our plan to accelerate growth and provide digital solutions to clinicians worldwide," said Think Research's Chief Executive Officer, Sachin Aggarwal. "In addition, the Transaction eliminates the financial and administrative burden of continuing as a reporting issuer in what is already a challenging market environment."
Richard Wells, an independent director of the Think board of directors (the "Board") and Chair of the Special Committee, said, "After a comprehensive process and careful deliberation, supported by external professional advisors, the Special Committee considers that the Transaction represents the best available path forward for the Company, its shareholders, lenders, employees and other stakeholders. This Transaction provides a cash premium and immediate liquidity to holders of Shares and the Board is unanimous in its belief that this Transaction is in the best interests of all Think shareholders."
Special Committee and Board Recommendations
The Arrangement Agreement was approved unanimously by the Board (with any interested director abstaining from voting due to his or her participation in the Transaction as a Continuing Shareholder), after taking into account, among other things, the unanimous recommendation of a special committee (the "Special Committee") of the Board comprised of Richard Wells, Cindy Gray and Jeffrey Orridge, each an independent director of the Company. The Special Committee and the Board (with the abstention of any interested directors) determined that the Transaction is in the best interests of the Company and the Board recommends that holders of Shares (other than Beedie Capital and the Continuing Shareholders) vote in favour of the Transaction at the Meeting (as defined below).
In making its determination to unanimously recommend approval of the Transaction to the Board, and in the Board's determination to approve the Transaction, the Special Committee and the Board considered the following factors, among other things:
- Compelling Value and Immediate Liquidity - the all-cash Consideration provides shareholders with immediate value and is of particular benefit given the limited trading volume, the financial challenges facing the Company and the lack of liquidity in the Shares. The Consideration represents a 100% premium to the closing price of the Shares on the TSXV on February 15, 2024, the last trading day immediately prior to the announcement of the Transaction, and a 75% premium to the 30-day VWAP of the Shares on the TSXV for the period ended February 15, 2024;
- Fairness Opinion - the Special Committee received an oral fairness opinion from Canaccord Genuity Corp. ("Canaccord"), which opinion concluded that, based upon and subject to the assumptions made, procedures followed, matters considered, limitations and qualifications set out therein, the Consideration to be received by the shareholders (other than Beedie Capital and the Continuing Shareholders) pursuant to the Transaction is fair, from a financial point of view, to the shareholders. A written copy of the fairness opinion will be included in the materials sent to shareholders in connection with the Meeting;
- Go-Shop Provision - the Arrangement Agreement includes a go-shop provision, during which time the Company, with the assistance of Canaccord, will be permitted to actively solicit, evaluate and enter into negotiations with respect to a potential Superior Proposal (as defined in the Arrangement Agreement) for a 30-day period, as more particularly described below;
- Support for the Transaction - each of the Continuing Shareholders and certain other shareholders, directors that hold Shares and certain officers of the Company has entered into a voting support agreement, pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 48.21% of all of the Shares, in favour of the Transaction at the Meeting;
- Arrangement Agreement and "Fiduciary Out" - the Arrangement Agreement is the result of a comprehensive negotiation process that was supervised by the Special Committee, as advised by independent and highly qualified legal and financial advisors, and resulted in terms and conditions that are reasonable in the judgment of the Special Committee and the Board, including a customary "fiduciary out" that will enable the Company to enter into a Superior Proposal in certain circumstances;
- Break Fee - the break fee payable by the Company equal to $1,065,943 is reasonable in the circumstances and only payable in customary and limited circumstances; and
- Minority Vote and Court Approval - the Transaction must be approved not only by at least two-thirds (66*2/3*%) of the votes cast by shareholders, but also by a majority of the minority in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and by the Ontario Superior Court of Justice (Commercial List).
Transaction Details
Pursuant to the terms of the Arrangement Agreement, Beedie Capital will acquire all of the Shares, other than those Shares owned by Beedie Capital and the Continuing Shareholders, for a purchase price of $0.32 per Share, payable in cash. The Transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and is expected to close in the second quarter of 2024, subject to shareholder, court and regulatory approvals and other closing conditions customary to transactions of this nature. Completion of the Transaction is not subject to any financing condition.
The Arrangement Agreement includes a go-shop period extending until March 16, 2024 (the "Go-Shop Period"), during which time the Company, with the assistance of Canaccord, will, subject to the requirements and limitations set forth in the Arrangement Agreement, be permitted to actively solicit, evaluate and enter into negotiations with third parties that express an interest in acquiring the Company with a view to obtaining a potential Superior Proposal. Following the expiry of the Go-Shop Period, the Company will be subject to customary non-solicitation covenants with customary "fiduciary out" provisions that entitle the Special Committee and the Board to consider and, subject to certain conditions, accept a Superior Proposal if Beedie Capital does not match such Superior Proposal. If the Arrangement Agreement is terminated under certain circumstances, including circumstances in which the Company terminates the Arrangement Agreement to accept a Superior Proposal prior to approval of the Transaction by shareholders, a termination fee equal to $1,065,943 is payable by the Company to Beedie Capital. There can be no assurance that a Superior Proposal will be made as a result of the go-shop process or otherwise, and the Company does not intend to disclose developments with respect to the go-shop process or any interest received by third parties during the Go-Shop Period, unless and until the Special Committee and the Board make a determination requiring further disclosure.
A special meeting of holders of Shares to consider and, if deemed advisable, approve the Transaction (the "Meeting") is expected to be held in early April 2024. In order to be approved by holders of Shares at the Meeting, the Transaction will require the approval of: (a) at least two-thirds (66 *2/3*%) of the votes cast at the Meeting in person or by proxy by holders of Shares; and (b) a simple majority of the votes cast at the Meeting in person or by proxy by holders of Shares (other than Shares required to be excluded under MI 61-101 and applicable TSXV rules).
Additional details regarding the Transaction, the background to the Transaction, the reasons for the Board and Special Committee's recommendations of the Transaction, and how Company shareholders can participate in and vote at the Meeting, will be set out in the Company's management information circular and other proxy-related materials to be prepared, filed and sent to the Company's shareholders in connection with the Meeting. Copies of the Arrangement Agreement and the management information circular for the Meeting will be filed with Canadian securities regulators and will be made available on the SEDAR+ profile of the Company at www.sedarplus.ca. Shareholders of the Company are urged to read those and other relevant materials when they become available. Upon closing of the Arrangement, the Purchaser intends to cause the Shares to be delisted from the TSXV and will submit an application to cease to be a reporting issuer under applicable Canadian securities laws.
Voting Support Agreements
In connection with the Transaction, the Continuing Shareholders and certain other shareholders, and all directors who hold Shares and certain officers of the Company, who hold, in aggregate, 38,194,731 Shares (representing approximately 48.21% of the issued and outstanding Shares (on a non-diluted basis)), have entered into voting support agreements with Beedie Capital, providing for such shareholders to vote all Shares owned by them in favour of the Transaction.
Advisors
Canaccord Genuity Corp. is acting as financial advisor to the Special Committee. Cassels Brock & Blackwell LLP is acting as independent legal advisor to the Special Committee. Stikeman Elliott LLP is acting as legal advisor to the Company.
Dentons Canada LLP is acting as legal advisor to Beedie Capital.
Early Warning Information
In connection with the Arrangement Agreement, in addition to the voting support agreement described above, Beedie Capital and the Continuing Shareholders have entered into a framework agreement dated as of the date hereof, which sets forth certain covenants and agreements between Beedie Capital and the Continuing Shareholders as it relates to the Transaction, the Shares held by the Continuing Shareholders and the relationship of such parties immediately following closing of the Transaction. It is intended that, immediately following the Transaction, the Company will make an application to cease to be a reporting issuer under Canadian securities law.
Both immediately before and immediately after the execution of the Arrangement Agreement, Beedie Capital held or exercised control or direction over (i) 2,934,900 Shares, representing approximately 3.7% of the issued and outstanding Shares (on a non-diluted basis), (ii) assuming the conversion in full of the aggregate principal amount outstanding under the non-revolving term convertible loan facility made available by Beedie Capital to the Company (the "Convertible Loan") of $21 million using the applicable conversion price as of the respective dates of each advance under the Convertible Loan, an aggregate of 43,078,065 Shares, representing approximately 36.1% of the issued and outstanding Shares (on a partially-diluted basis), and (iii) assuming the conversion in full of the principal amounts outstanding under the Convertible Loan together with the remaining $4 million of subsequent advances thereunder at a conversion price of $0.20 per share, representing a 25% premium above the closing price of the Shares on the TSXVas of February 15, 2024, an aggregate of 63,039,057 Shares, representing approximately 45.25% of the issued and outstanding Shares (on a partially-diluted basis). Following the completion of the Transaction, Beedie Capital will own approximately 72.6% of the issued and outstanding Shares.
An early warning report will be filed by Beedie Capital in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.ca or may be obtained directly from Beedie Capital upon request at 604-436-7888. Beedie Capital's head office is located at Suite 900 - 1111 West Georgia St., Vancouver, BC, V6E 4M3.
About Think Research Corporation
Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process and standardization of care to facilitate better health care outcomes. The Company gathers, develops, and delivers knowledge-based solutions globally to customers including enterprise clients, hospitals, health regions, healthcare professionals, and / or governments. The Company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies.
The Company licenses its solutions to over 14,200 facilities for over 320,000 primary care, acute care, and long-term care doctors, nurses and pharmacists that rely on the content and data provided by the Company to support their practices. Millions of patients and residents annually receive better care due to the essential data that the Company produces, manages and delivers.
In addition, the Company collects and manages pharmaceutical and clinical trial data via its BioPharma Services subsidiary. BioPharma Services is a leading provider of bioequivalence and Phase 1 clinical research services to pharmaceutical companies globally. The Company's other services include a network of digital-first primary care clinics and medical clinics that provide elective surgery.
About Beedie Capital
Beedie Capital is a multi-strategy direct investment platform that manages the alternative investments for Beedie, one of the largest private companies in Western Canada. It deploys capital using a flexible, evergreen mandate, and applies a highly agnostic approach to the duration, structure and size of its investments. Beedie Capital combines the strategic capabilities of an institutional investment platform with the flexibility and entrepreneurial mindset of a privately owned business. Beedie Capital invests in any sector, with a core focus on Technology, Tech-enabled Services, and Metals and Mining, and seeks to grow its invested capital alongside the enterprise value of its investments.
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