Carebook Receives Final Court Approval of Plan of Arrangement to be Acquired by UIL Limited

MONTREAL, Feb. 20, 2025 /CNW/ - Carebook Technologies Inc. ("Carebook" or the "Company") (TSXV: CRBK), a leading Canadian provider of innovative digital health solutions, is pleased to announce that the Ontario Superior Court of Justice (Commercial List) has issued a final order approving the previously announced statutory plan of arrangement under the provisions of the Canada Business Corporations Act involving the Company and UIL Limited ("UIL" or the "Purchaser"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares (the "Common Shares") in the capital of the Company, other than those Common Shares already owned by UIL or its affiliates and associates, for C$0.10 per Common Share in cash, the whole subject to the terms and conditions of the arrangement agreement dated January 2, 2025 (the "Arrangement Agreement") between the Company and the Purchaser (the "Arrangement"). The Arrangement was initially announced on January 3, 2025, and was approved by the Company's shareholders on February 18, 2025.

The parties intend to complete the Arrangement on or about February 24, 2025, subject to the satisfaction of customary closing conditions.

Forward Looking Information

This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") within the meaning of applicable securities laws. This information includes, but is not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements made with respect to management's beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "expects", "estimates", "outlook", "forecasts", "projection", "prospects", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", "will", "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances. Forward-looking information in this news release include statements relating to the closing of the Arrangement and the satisfaction of customary closing conditions.

Risks and uncertainties related to the transactions contemplated by the Arrangement Agreement include, but are not limited to: the possibility that the Arrangement 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 satisfy, in a timely manner or otherwise, conditions to the closing of the Arrangement or for other reasons; the negative impact that the failure to complete the Arrangement for any reason could have on the price of the Common Shares or on the business of the Company; the Purchaser's failure to satisfy the closing conditions thereunder in a timely manner or at all; the Purchaser's failure to pay the cash consideration at closing of the Arrangement; the ability of the Company or the Purchaser to pay any expense reimbursement fee under the Arrangement, should such fee become payable; the business of Carebook may experience significant disruptions, including loss of clients or employees due to the Arrangement related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk of regulatory changes that may materially impact the business or the operations of Carebook; the risk that legal proceedings may be instituted against Carebook; and risks related to the diversion of management's attention from Carebook's ongoing business operations while the Arrangement is pending; and other risks and uncertainties affecting Carebook, including those described in the Company's filings and reports Carebook may make from time to time with the Canadian securities authorities.

Although we have attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to us or that we presently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. No forward-looking statement is a guarantee of future results. Accordingly, you should not place undue reliance on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company's expectations as of the date of this news release (or as the date they are otherwise stated to be made) and are subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. All of the forward-looking information contained in this news release is expressly qualified by the foregoing cautionary statements.

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell, or an offer to sell or a solicitation of an offer to buy, any securities of Carebook.

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 news release.

About Carebook Technologies

Carebook's digital health platform empowers its clients and more than 5.0 million members to take control of their health journey. During 2021, the Company completed the acquisitions of InfoTech Inc., a global leader in health and productivity risk management, and CoreHealth Technologies Inc., owner of an industry-leading wellness platform. In combination, these companies create a comprehensive digital health platform that includes both assessment tools and the technology to deliver complementary solutions. Carebook's Common Shares trade on the TSXV under the symbol "CRBK".

SOURCE Carebook Technologies Inc.

For further information contact: Olivier Giner, CFO, Email: [email protected], Telephone: [phone]