TORONTO, April 5, 2024 /CNW/ - Think Research Corporation (TSXV: THNK) ("Think" or the "Company"), is pleased to announce the positive outcome of the shareholder vote at yesterday's special meeting (the "Meeting") of the holders ("Shareholders") of common shares in the capital of the Company ("Shares") to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the "Arrangement"), pursuant to which Beedie Investments Ltd. ("Beedie Capital"), will acquire all of the issued and outstanding 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 (collectively, the "Transaction").
At the Meeting, (i) 56,948,252 votes, or approximately 99% of the votes cast at the Meeting by Shareholders voting virtually or represented by proxy, were cast in favour of the special resolution approving the Arrangement (the "Arrangement Resolution"); and (ii) excluding Shares owned by Beedie Capital and the Continuing Shareholders, which were required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), 32,339,756 votes, or approximately 98% of the votes cast at the Meeting by Shareholders voting virtually or represented by proxy, were cast in favour of the Arrangement Resolution. The Arrangement Resolution was required to be passed by (i) at least two-thirds (66 2/3%) of the votes cast at the Meeting by the Shareholders voting virtually or represented by proxy; and (ii) a simple majority of the votes cast by the Shareholders voting virtually or represented by proxy, excluding Shares required to be excluded pursuant to MI 61-101. Details of the voting results will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.
The Company will apply for a final order of the Ontario Superior Court of Justice (Commercial List) on April 9, 2024. Closing of the Transaction remains subject to the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between Think and Beedie Capital on February 15, 2024. Assuming the satisfaction or waiver of these conditions, the Arrangement is anticipated to be completed in the second quarter of 2024.
Shareholder Questions and Assistance
Registered Shareholders must submit any certificates and/or DRS advices representing their Shares, together with a duly completed and executed letter of transmittal and any other documents that TSX Trust Company, who is acting as depositary under the Arrangement, may reasonably require, in order to receive the cash consideration to which they are entitled under the Arrangement.
Shareholders who have questions or require assistance with submitting their Shares to the Arrangement may direct their questions to the Company's 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. Further information about submitting your Shares to the Arrangement, including with respect to completing the letter of transmittal, may be addressed to TSX Trust Company toll free at 1-866-600-5869 or by email at tsxtis@tmx.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, the timing of various steps to be completed in connection with the completion of the Transaction. 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 approval, 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 court approval 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 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) 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.
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 Corporation
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