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.
This is not an invitation to purchase securities listed on TSX Venture
Exchange. TMX Group and its affiliates do not endorse or recommend the
referenced securities. Please seek professional advice to evaluate
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.