Victhom Human Bionics Inc. shareholders approve plan of arrangement with Ergoresearch Inc.
MONTREAL, April 23, 2013 /CNW Telbec/ - Victhom Human Bionics Inc. (TSXV: VHB) ("Victhom") is pleased to announce that its shareholders have approved the sale of all of the outstanding securities of Victhom to Ergoresearch Inc. (the "Purchaser"), a direct wholly-owned subsidiary of Ergoresearch Ltd. (TSXV: ERG) ("Ergoresearch"), pursuant to a plan of arrangement (the "Plan of Arrangement"). On March 14, 2013, Victhom and Ergoresearch jointly announced that they had entered into an arrangement agreement with the Purchaser (the "Arrangement") pursuant to which Victhom will ultimately be acquired and taken private by the Purchaser and current shareholders of Victhom will receive an all-cash consideration for their outstanding common shares and Series A preferred shares of Victhom.
Victhom's Board of directors had unanimously recommended that the holders of Victhom common shares and Series A preferred shares vote in favour of the Plan of Arrangement. The Board of directors had received an opinion from Bloom Burton & Co. that the consideration to be received by all the shareholders under the Arrangement is fair from a financial point of view. The Arrangement is a business combination subject to Regulation 61-101 on the "Protection of Minority Securityholders in Special Transactions" that is exempt from the formal valuation requirement thereunder given that Victhom's common shares are listed on the TSX-V.
A special meeting of shareholders was held at 11:00 a.m. (Montréal Time) on April 23, 2013 (the "Special Meeting"), whereby a special resolution approving the Plan of Arrangement was approved by 94.9% of the votes cast by the common shareholders of Victhom, 100% of the votes cast by the Series A preferred shareholders and 97.5% of the votes cast, excluding interested parties, by all shareholders; either present in person or represented by proxy at the Special Meeting. Were excluded from the vote of all of the shareholders, given its significance in both classes of shares, the shares held by Midsummer Investments Ltd. as well as the shares held by Mr. Rivard given his appointment as special counsel to the President of Ergoresearch following closing, on the terms described in the management proxy circular of Victhom of March 22, 2013 sent to the shareholders for the purposes of the Special Meeting.
Victhom's application to the Québec Superior Court of Justice to obtain the final court order approving the Arrangement is scheduled for April 24, 2013. Assuming court approval is obtained and that all other conditions to the Arrangement are satisfied or waived, the Arrangement is expected to become effective on or about April 26, 2013. Victhom has applied to the TSX Venture Exchange Inc. for the delisting of the common shares of Victhom immediately following the approval of the court. The common shares of Victhom are expected to be delisted as of April 26, 2013.
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This press release contains forward-looking statements relating to the proposed acquisition of Victhom. Statements based on Ergoresearch's, the Purchaser's and Victhom's management's current expectations contain known and unknown inherent risks and uncertainties and no assurance can be given that potential future results or circumstances will be achieved or will occur. The reader should not place undue faith in forward-looking information. Management disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or circumstances.
Victhom is a company which owns patents in the field of orthotics and prosthetics ("O&P"), including intellectual property used in the POWER KNEE, the world's first and only motor-powered prosthesis for above-knee amputees, a product distributed under license agreement by Ossur, a global leader in the O&P market. The Company also has a royalty agreement related to the Neurostep® System and neuromodulation products in other indications (sleep apnea and epilepsy) using the Neurobionix technology platform under development by Neurostream Technologies, a General Partnership now owned by Otto Bock, a global leader in the O&P market.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: VICTHOM HUMAN BIONICS INC.For further information:
President and CEO
Victhom Human Bionics Inc.