MONTREAL, Jan. 14, 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, in accordance with the terms of the arrangement
agreement entered into on November 29, 2013 regarding the plan of
arrangement (the "Arrangement") providing for the previously announced acquisition of Atrium by
corporations backed by the Permira funds, the 45-day go shop period
during which Atrium was permitted to solicit superior proposals expired
on January 13, 2014 at 11:59 p.m. (Montréal time).
Following the announcement of the Arrangement, Atrium initiated its go
shop process, with its financial advisor, TD Securities Inc. ("TD Securities") contacting 26 strategic parties and 26 financial sponsors. Of the 52
prospective purchasers, six entered into a confidentiality and
standstill agreement with the Corporation. All six parties subsequently
informed TD Securities that they were no longer interested in exploring
a transaction with the Corporation.
The meeting of the shareholders and convertible debentureholders of
Atrium (the "Special Meeting") to consider the proposed Arrangement will be held at Osler, Hoskin &
Harcourt LLP's office located at 1000 De La Gauchetière Street West,
Suite 2100, Montréal, Québec, H3B 4W5, on Tuesday, January 21, 2014 at
9:00 a.m. (Montréal Time). The record date for voting at the Special
Meeting is December 16, 2013.
The Board of Directors (with Yvon Bolduc, President & CEO of the Fonds
de solidarité des travailleurs du Québec (F.T.Q.)), as an interested
director having recused himself from the matter) has unanimously approved the Arrangement and recommends that shareholders
and convertible debentureholders vote FOR the arrangement resolution.
The management information circular and related meeting materials for
the Special Meeting were mailed to shareholders and convertible
debentureholders and are also available at www.sedar.com.
Your vote is important regardless of the number of common shares or
convertible debentures of Atrium you own. Shareholders and convertible
debentureholders who have questions or 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.
How to Vote
Atrium shareholders and Atrium convertible debentureholders are urged to
vote today using the methods below.
Registered shareholders and convertible debentureholders
Shareholders and convertible debentureholders who have physical
certificates representing Atrium shares and convertible debentures,
respectively, may vote by telephone or via the Internet.
To vote by telephone call 1-866-732-8683 from a touch tone phone. When
prompted, enter your Control Number listed on the proxy and follow the
voting instructions. To vote via the Internet, go to www.investorvote.com and enter your Control Number listed on the proxy and follow the voting
instructions on the screen. If you vote by telephone or via the
Internet, do not complete or return the form of proxy.
Non-registered shareholders and convertible debentureholders
Shareholders and convertible debentureholders who hold their shares or
convertible debentures through a broker or other intermediary may vote
via the internet at www.proxyvote.com or following the other instructions found on the voting instruction
form.
About Atrium
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.
