Special Meeting to be held on January 21, 2014 to approve the announced
Plan of Arrangement
MONTREAL, Dec. 23, 2013 /CNW Telbec/ - Atrium Innovations Inc. (TSX:
ATB) ("Atrium" or the "Company"), a globally recognized leader in the development, manufacturing and
commercialization of innovative, science-based natural health products,
announces that it has filed its management information circular with
the Canadian securities commissions in connection with a special
meeting of shareholders and convertible debentureholders to be held at
9:00 AM (Eastern Time) on Tuesday, January 21, 2014 at Osler, Hoskin &
Harcourt LLP's office located at 1000 De La Gauchetière Street West,
Suite 2100, Montréal, Québec, H3B 4W5. At the special meeting,
shareholders and convertible debentureholders will be asked to
consider, and, if deemed advisable, pass a special resolution approving
the previously announced plan of arrangement which provides for the
acquisition of Atrium by corporations backed by investment funds
advised by Permira. The circular is available at www.sedar.com.
Following a thorough review and after consulting with financial and
legal advisors, the Board of Directors of Atrium (with Yvon Bolduc,
President & CEO of the Fonds de solidarité des travailleurs du Québec
(F.T.Q.) ("Fonds")), as an interested director having recused himself from the matter)
has unanimously determined that the arrangement is in the best
interests of Atrium and is fair to its shareholders (other than the
Fonds and Caisse de dépôt et placements du Québec) and its convertible
debentureholders (other than the Fonds). Accordingly, the Board of
Directors (with Mr. Bolduc having recused himself) has unanimously
approved the arrangement and recommends that shareholders and
convertible debentureholders vote for the arrangement resolution.
Atrium's shareholders and convertible debentureholders of record as of
the close of business on December 16, 2013, will be entitled to receive
notice of, and vote at, the special meeting. The circular, which will
be mailed to shareholders and convertible debentureholders, provides
important information on the arrangement and related matters, including
voting procedures. Shareholders and convertible debentureholders who
require assistance in voting their proxy may direct their inquiry to
Atrium's proxy solicitation agent, CST Phoenix Advisors, toll-free in
North America at 1-800-332-7449 or by email at inquiries@phoenixadvisorscst.com.
On December 17, 2013, the Superior Court of Québec granted an interim
order providing for the calling and holding of the special meeting and
certain other matters related to the special meeting and the
arrangement. A copy of the interim order is included in the circular.
About Atrium
Atrium Innovations Inc. (TSX: ATB) 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 Company 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 Company. These forward-looking statements, by their
nature, require the Company 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 Company'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 Company 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 Company and its business.
For additional information with respect to these and other factors and
assumptions underlying the forward-looking statements made in this
press release, see the Company's quarterly and annual Management
Discussion and Analysis for the fiscal year ended December 31, 2012
filed with the Canadian securities commissions. The forward-looking
information set forth herein reflects the Company's expectations as at
the date of this press release and is subject to change after such
date. The Company 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.
