Special Meeting of the shareholders and convertible debentureholders of
Atrium to be held on January 21, 2014 to approve the announced Plan of
MONTREAL, Jan. 7, 2014 /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,
announced today that Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), two leading independent proxy advisory firms have both recommended
that Atrium shareholders and Atrium convertible debentureholders vote
FOR the proposed acquisition by Acquisition Glacier Inc. (the "Purchaser") and Acquisition Glacier II Inc. (the "Purchaser Parent"), corporations backed by the Permira funds (the "Permira funds") of all of the outstanding Atrium shares for cash consideration of
$24.00 per common share and the acquisition by the Company of all of
the outstanding Atrium convertible debentures, pursuant to the terms of
a plan of arrangement involving Atrium, the Purchaser and the Purchaser
Parent (the "Arrangement").
ISS summarized its recommendation FOR the Arrangement as follows: "The
terms and conditions of the Arrangement Agreement are the results of
arm's length negotiations among the Company, the Permira funds, the
Purchaser and the Purchaser Parent. 100% of the offer consideration
will be paid by cash which will provide certainty of value. In light of
the adequate cash premium, the favorable market reaction and the
thorough transaction process, a vote FOR this resolution is warranted
at this stage. However, we will keep monitoring the development of the
transaction should a superior proposal be generated as a result of the
ongoing go shop process."
Glass Lewis summarized its recommendation FOR the Arrangement as
follows: "The independent special committee led a thorough
pre-execution process prior to agreeing to terms with the Permira
funds. In particular, it is worth noting the board never appeared to
agitate for a completed transaction, frequently setting aside
increasing offers through late 2012 and 2013 in favor of pursuing
greater value through the execution of Atrium's stand-alone business
plan. Even after the board elected to consider the third party bids in
greater detail, the three bidders -- all of which were financial firms
-- were effectively asked to participate in a competitive bidding
We also note the board negotiated a "go shop" provision into the final
agreement, which provision provides the board with flexibility to
solicit interest from other prospectively interested parties on a
post-closing basis within a defined time frame. (…). No superior
proposal has yet emerged from this process and, in the absence of
further disclosure, we consider the executed agreement with the Permira
funds remains the more compelling option for shareholders.
Based on these factors, and in the absence of further developments, we
believe shareholders should support the current transaction with the
Permira funds. Accordingly, we recommend shareholders vote FOR this
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 AM (Eastern 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.) ("Fonds")), 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.
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 email@example.com.
Shareholders and convertible debentureholders are urged to carefully
review the management information circular of Atrium dated December 17,
2013 and accompanying materials as they contain important information
regarding the Arrangement and its consequences to shareholders and
convertible debentureholders of Atrium.
Go Shop Process Update
The 45-day go shop period commenced on November 29, 2013 and will
continue until 11:59 pm (Montréal time) on January 13, 2014.
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. Thereafter, five of these
parties informed representatives from TD Securities that they were no
longer interested in exploring a transaction with the Company. The
other prospective purchaser still subject to the confidentiality and
standstill agreement, a financial sponsor, has been provided access to
Atrium's electronic data room. There can be no assurance that any
proposal will be received or that any such proposal will lead to a
transaction that is superior to the Arrangement.
How to Vote
Due to essence of time, 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
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.
For further information:
Vice President and Chief Financial Officer
Atrium's Proxy Solicitation Agent
CST Phoenix Advisors
(800) 332-7449 (toll-free)