TORONTO, ON / ACCESSWIRE / March 11, 2024 / Think Research Corporation (TSXV:THNK) ("Think" or the "Company"), today announced that Institutional Shareholder Services ("ISS"), a leading independent proxy advisory firm, released a report (the "ISS Report") recommending that Think shareholders ("Shareholders") vote in favour of the previously announced plan of arrangement (the "Transaction") with Beedie Investments Ltd. ("Beedie Capital").
The ISS Report states, in addition to other things, that "The offer represents an attractive premium to the price on the day before the announcement providing for an exit to the uncertainty and challenges which will likely persist in the event of non-approval".
Details of the Transaction
As previously disclosed, pursuant to the Transaction, Beedie Capital will acquire all of the common shares in the capital of the Company (the "Shares"), other than those Shares owned by Beedie Capital and other shareholders comprised of certain directors and executive officers of the Company as well as other persons (such shareholders, collectively, the "Continuing Shareholders"), for cash consideration of $0.32 per Share under the terms of the arrangement agreement dated February 15, 2024, entered into between the Company and Beedie Capital (the "Arrangement Agreement"). The Transaction 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 a similar nature. Shareholders will be asked to approve the Transaction at the upcoming special meeting of Shareholders to be held in virtual-only format via live audio webcast on April 4, 2024 at 2:00 p.m. (Toronto time) at https://virtual-meetings.tsxtrust.com/en/1623(the "Meeting").
Special Committee and Board Recommendations
The Arrangement Agreement was approved unanimously by the board of directors of the Company (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 of the Board (the "Special Committee"). Shareholders are encouraged to read the Company's discussion of the principal reasons the Board and the Special Committee recommended the Transaction which is summarized in the Company's news release dated February 16, 2024.
Details of the Meeting
Detailed information regarding how Shareholders can vote in respect of the Transaction is provided in the Company's management information circular dated March 1, 2024 (the "Information Circular") and related materials. The Company encourages Shareholders to provide their voting preferences by proxy in advance of the Meeting to ensure that their vote will be counted if they are unable to attend the Meeting. The record date for determining Shareholders entitled to receive notice of and to vote at the Meeting was March 1, 2024.
Shareholders are urged to read the Information Circular and its appendices carefully and in their entirety. Additional important information and details in respect of the Transaction, the background to the Transaction, reasons for the Board and Special Committee's recommendations of the Transaction, the Meeting and related matters, including voting procedures and instructions for Shareholders unable to attend the Meeting are set out in the Information Circular. Copies of the full text of the Arrangement Agreement and the Information Circular are available under the Company's profile on SEDAR+ at www.sedarplus.ca.
Shareholders who have questions about the Meeting or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Morrow Sodali at 1-888-444-0591 toll free in North America or 1-289-695-3075 collect outside North America or by email at assistance@morrowsodali.com.
Forward Looking Information
This press release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.
Statements including forward-looking information may include, without limitation, statements regarding the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Transaction, the timing of various steps to be completed in connection with the Transaction, and other statements that are not material facts. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the parties will receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and regulatory approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Transaction, and current expectations and analyses made by the Company and its management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from the any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, (i) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder, regulatory and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; (ii) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Transaction; (iii) risks relating to the Company's ability to retain and attract key personnel during the interim period; (iv) the possibility of litigation relating to the Transaction; (v) the potential of a third party making a Superior Proposal (as defined under the Arrangement Agreement); (v) risks related to diverting management's attention from the Company's ongoing business operations; and (vi) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Transaction. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Other than as specifically required by applicable Canadian securities law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
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. Visit www.thinkresearch.com for more details.
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. For further information on Beedie Capital, please visit www.beediecapital.com.
For further information, please contact:
Mark Sakamoto
Executive Vice President
Think Research Corporation
Direct: 416-388-7119
mark.sakamoto@thinkresearch.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Think Research
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