Special Meeting to be held on January 21, 2014 to approve the announced Plan of Arrangement
MONTREAL, Dec. 23, 2013 /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, announces that it has filed its management information circular with the Canadian securities commissions in connection with a special meeting of shareholders and convertible debentureholders to be held at 9:00 AM (Eastern Time) on Tuesday, January 21, 2014 at Osler, Hoskin & Harcourt LLP's office located at 1000 De La Gauchetière Street West, Suite 2100, Montréal, Québec, H3B 4W5. At the special meeting, shareholders and convertible debentureholders will be asked to consider, and, if deemed advisable, pass a special resolution approving the previously announced plan of arrangement which provides for the acquisition of Atrium by corporations backed by investment funds advised by Permira. The circular is available at www.sedar.com.
Following a thorough review and after consulting with financial and legal advisors, the Board of Directors of Atrium (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 determined that the arrangement is in the best interests of Atrium and is fair to its shareholders (other than the Fonds and Caisse de dépôt et placements du Québec) and its convertible debentureholders (other than the Fonds). Accordingly, the Board of Directors (with Mr. Bolduc having recused himself) has unanimously approved the arrangement and recommends that shareholders and convertible debentureholders vote for the arrangement resolution.
Atrium's shareholders and convertible debentureholders of record as of the close of business on December 16, 2013, will be entitled to receive notice of, and vote at, the special meeting. The circular, which will be mailed to shareholders and convertible debentureholders, provides important information on the arrangement and related matters, including voting procedures. Shareholders and convertible debentureholders who 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 protected].
On December 17, 2013, the Superior Court of Québec granted an interim order providing for the calling and holding of the special meeting and certain other matters related to the special meeting and the arrangement. A copy of the interim order is included in the circular.
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