LAVAL, QC, Feb. 16, 2018 /CNW Telbec/ - Ergoresearch Ltd. (the "Corporation") (TSXV: ERG), a Quebec-based company in the design and manufacturing of cutting edge technology for intelligent orthotics, medical devices and software in the orthopedic industry, is pleased to announce that its shareholders have approved the previously-announced amalgamation (the "Amalgamation") under the provisions of the Canada Business Corporations Act involving the Corporation and a wholly-owned subsidiary of 9332073 Canada Inc. (the "Purchaser"), pursuant to which all of the outstanding shares of the Corporation will be acquired by the Purchaser by way of amalgamation for $0.30 per share in cash.
The Continuance (as defined below) was approved by 87.8% of the votes cast by shareholders and the Amalgamation was approved by 87.4% of the votes cast by shareholders and by 81.6% of the votes cast by shareholders other than interested shareholders at the special meeting of shareholders of the Corporation held earlier today. Subject to the TSX Venture Exchange final approval and other customary closing conditions, the transactions contemplated are expected to close on or about February 23, 2018. As a condition to the completion of the Amalgamation, the Corporation continued its existence (the "Continuance") today from the Business Corporations Act (Alberta) to the Canada Business Corporations Act.
About Ergoresearch Ltd.
The Corporation is a Canadian company that designs and manufactures cutting edge technologies for the orthopedic industry. The Corporation is a trend-setter in creating custom orthotics and speciality orthotics for the orthopedics market and holds a portfolio of patents in the orthopedics field and in human bionics. The mission of our banner "Équilibre orthèses et biomécanique" is to keep people active and moving. "ÉQUILIBRE", driven by its proprietary technologies and the expertise of its professionals, offers a range of products, treatments and services in order to relieve pain, restore motor function and optimize performance.
About 9332073 Canada Inc.
9332073 Canada Inc. is a corporation controlled by Sylvain Boucher and Danielle Boucher in partnership with Walter Capital Partners Inc. ("Walter Capital"). Walter Capital is a private equity firm and part of Walter Financial and the Walter Group. Walter Capital invests capital and know-how in established small and medium-sized businesses to help accelerate their growth. Drawing on the entrepreneurial values of the Walter Group and the business leadership expertise of its Managing Partners, Walter Capital offers solutions that are above and beyond purely financial transactions. Headquartered in Montreal, Walter Capital provides a solid international network.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information is identified by the use of terms and phrases such as "may", "would", "should", "could", "expect", "intend", "estimate", "outlook", "target", "goal", "guidance", "anticipate", "plan", "foresee", "believe", or "continue", the negative of these terms and similar terminology, including references to assumptions, although not all forward-looking information contains these terms and phrases. Such forward-looking information includes a statement relating to the anticipated timing of the completion of the proposed transaction. Forward-looking information is subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, the failure of the parties to obtain the TSX Venture Exchange final approval or to otherwise satisfy the conditions to the completion of the transaction in a timely manner or at all. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law. Consequently, all of the forward-looking information contained herein is qualified by the foregoing cautionary statements, and there can be no guarantee that the results or developments that we anticipate will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business, financial condition or results of operation. Unless otherwise noted or the context otherwise indicates, the forward-looking information contained herein is provided as of the date hereof, and we do not undertake to update or amend such forward-looking information whether as a result of new information, future events or otherwise, except as may be required by applicable law.
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell the Corporation's common shares. All figures are in Canadian dollars, unless otherwise specified.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Ergoresearch Ltd
For further information: Sylvain Boucher, President and Chief Executive Officer, Ergoresearch Ltd., Tel.: 450-973-6700, ext. 213, [email protected]