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MONTREAL, Nov. 1, 2013 /CNW Telbec/ - OPMEDIC GROUP INC. ("OPMEDIC Group") (TSX: OMG) announces that, at the special meeting of OPMEDIC Group shareholders held earlier today in Montréal, shareholders approved the previously announced proposed amalgamation (the "Amalgamation") of OPMEDIC Group and Kemourmedic Acquisition Inc. (the "Purchaser"), a wholly-owned subsidiary of Kemourmedic Group Inc. (the "Purchaser Parent"), all of the outstanding shares of which are owned by Drs. Pierre St-Michel, Marc Villeneuve and Jean-Yves Fontaine (collectively, the "Founders"), pursuant to which OPMEDIC Group will be taken private.
99.48% of the votes cast were voted in favour of the Amalgamation, including the requisite majority of the votes cast by shareholders other than the Founders, the holding corporations of the Founders, the Purchaser, the Purchaser Parent and their respective related parties. Details of the voting results will be filed on the Internet at www.sedar.com under OPMEDIC Group's profile.
Assuming the satisfaction of all of the conditions to consummate the Amalgamation, the Amalgamation is expected to become effective and to close on or about November 4, 2013. Pursuant to the Amalgamation, each shareholder other than the Founders will receive one redeemable share of the amalgamated corporation for each Share held immediately prior to the Amalgamation, and each redeemable share will be immediately redeemed for $2.90 payable in cash as soon as practicable thereafter.
Applications will be filed to delist the common shares of OPMEDIC Group from the Toronto Stock Exchange and to terminate OPMEDIC Group's status as a reporting issuer under applicable Canadian provincial securities laws.
About OPMEDIC Group
OPMEDIC Group is a company incorporated under the laws of the Province of Quebec which provides healthcare-related services including surgical and endoscopic facilities and services to patients and surgeons (with its OPMEDIC division), fertility treatments, medical imaging, laboratory services and diagnostic procedures (with its PROCREA Clinics division, its subsidiary 8362556 Canada Inc. and a joint venture 7667264 Canada Inc.) and sperm banking services (with its PROCREA Cryopreservation Centre subsidiary). The Shares trade on the TSX under the symbol "OMG".
This press release may contain certain forward-looking statements. Forward-looking statements are subject to certain risks and uncertainties, many of which are beyond OPMEDIC Group's control. There can be no assurance that such statements will prove to be accurate. Consequently, actual results and future events may differ materially from those anticipated by such statements. Readers should not rely unduly on such forward-looking statements. The risks and uncertainties include, but are not limited to, the satisfaction of the conditions to consummate the Amalgamation including, the occurrence of any event, change or other circumstances that could give rise to the termination of the Amalgamation, a delay in the consummation of the Amalgamation or failure to complete the Amalgamation for any other reason, the amount of the costs, fees, expenses and charges related to the Amalgamation, and the risks associated with general economic conditions. The forward-looking statements in this press release are made as of the date of this press release and, except as required by law, OPMEDIC Group disclaims any obligation to update or revise publicly any forward-looking statements, whether as a result of new information or future events.
The content of this press release has not been approved by nor submitted to the TSX which assumes no liability therefor.
SOURCE: OPMEDIC GROUP INC.
For further information:
Vice President Finance and Chief Financial Officer
(514) 345-8535, x 2260