Velan Inc. (“
Velan”) (TSX: VLN) today announced
that holders (the “
Shareholders”) of subordinate
voting shares (the “
SVS”) and of multiple voting
shares (the “
MVS” and, collectively with the SVS,
the “
Shares”) of Velan have approved the proposed
arrangement resolution in connection with the arrangement agreement
made as of February 9, 2023 among Velan, 14714750 Canada Inc. (the
“
Purchaser”) and Flowserve US Inc., as amended by
the first amendment to the arrangement agreement dated March 27,
2023 (the “
Arrangement Agreement”) pursuant to
which all of Velan’s issued and outstanding Shares would be
acquired for $13.00 per Share in cash by the Purchaser, a wholly
owned subsidiary of Flowserve Corporation (the
“
Arrangement”).
The arrangement resolution had to be approved by
not less than two thirds of the votes cast at the special meeting
of Shareholders of Velan held earlier today (the
“Meeting”) by Shareholders virtually present or
represented by proxy and entitled to vote at the Meeting and also
had to be approved by a simple majority of the votes cast at the
Meeting by each of the holders of SVS and holders of MVS, voting by
class, virtually present or represented by proxy and entitled to
vote at the Meeting, excluding for this purpose any person required
to be excluded pursuant to Section 8.1(2) of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions.
At the Meeting, Velan Shareholders carrying an
aggregate of 82,540,128 votes, representing approximately 98.44% of
votes entitled to be cast at the Meeting, were represented
virtually or by proxy at the Meeting. The resolution relating to
the Arrangement was approved by 99.99% of the votes cast by all
Velan Shareholders, 100% of the votes cast by Velan’s MVS holders
and 99.91% of the votes cast by Velan’s SVS holders, excluding for
the last two any person required to be excluded pursuant to Section
8.1(2) of Multilateral Instrument 61-101 – Protection of Minority
Security Holders in Special Transactions.
The Arrangement remains subject to the approval
of the Superior Court of Québec and the satisfaction or waiver of
other customary closing conditions, including the regulatory
approvals and clearances. The Court hearing for the final order to
approve the Arrangement is expected to take place on May 16, 2023
and the completion of the Arrangement is now expected to occur in
the third quarter of 2023 (calendar year).
Further information regarding the Arrangement
can be found in the management information circular filed by Velan
on April 4, 2023, which is available at
https://www.velan.com/en/company/investor_relations and under
Velan’s profile on SEDAR at www.sedar.com.
ABOUT VELAN
Founded in Montreal in 1950, Velan Inc. is one
of the world’s leading manufacturers of industrial valves. Velan
Inc. is a family-controlled public company, employing approximately
1,650 people with manufacturing facilities in 9 countries. Velan
Inc. is a public company with its shares listed on the Toronto
Stock Exchange under the symbol VLN.
CAUTION REGARDING FORWARD-LOOKING
STATEMENTS
Certain statements made in this news release may
constitute forward-looking information or forward-looking
statements within the meaning of applicable securities laws,
including, but not limited to, statements with respect to the
timing of various steps to be completed in connection with the
Arrangement, the completion of the Arrangement, and other
statements that are not material facts. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking terminology such as “may”, “will”, “expect”,
“believe”, “estimate”, “plan”, “could”, “should”, “would”,
“outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the
negative of these terms or variations of them or similar
terminology.
Although Velan believes that the forward-looking
statements in this news release are based on information and
assumptions that are current, reasonable and complete, these
statements are by their nature subject to a number of factors that
could cause actual results to differ materially from management’s
expectations and plans as set forth in such forward-looking
statements, including, without limitation, the following factors,
many of which are beyond Velan’s control and the effects of which
can be difficult to predict: (a) 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 obtain or satisfy, in a
timely manner or otherwise, required, regulatory and court
approvals and other conditions of closing necessary to complete the
Arrangement or for other reasons; (b) significant transaction costs
or unknown liabilities, (c) the ability of the board of directors
to consider and approve, subject to compliance by Velan with its
obligations under the Arrangement Agreement, a Superior Proposal
(as defined in the Arrangement Agreement) for Velan; (d) the
failure to realize the expected benefits of the Arrangement; (e)
risks related to tax matters; (f) the possibility of adverse
reactions or changes in business relationships resulting from the
announcement or completion of the Arrangement; (g) risks relating
to Velan’s ability to retain and attract key personnel during the
interim period; (h) credit, market, currency, operational,
liquidity and funding risks generally and relating specifically to
the Arrangement, including changes in economic conditions, interest
rates or tax rates; (i) business, operational and financial risks
and uncertainties relating to the COVID 19 pandemic; and (j) other
risks inherent to the business carried out by Velan and/or factors
beyond its control which could have a Material Adverse Effect (as
defined in the Arrangement Agreement) on Velan or its ability to
complete the Arrangement. Failure to obtain the necessary
regulatory and court approvals, or the failure of the parties to
otherwise satisfy the conditions for the completion of the
Arrangement or to complete the Arrangement, may result in the
Arrangement not being completed on the proposed terms or at all. In
addition, if the Arrangement is not completed, and Velan continues
as an independent entity, there are risks that the announcement of
the Arrangement and the dedication of substantial resources by
Velan to the completion of the Arrangement could have an impact on
its business and strategic relationships, including with future and
prospective employees, customers, suppliers and partners, operating
results and activities in general, and could have a Material
Adverse Effect (as defined in the Arrangement Agreement) on its
current and future operations, financial condition and prospects.
Should one or more of these risks or uncertainties materialize, or
should assumptions underlying the forward-looking information prove
incorrect, actual results may vary materially from those described
herein as intended, planned, anticipated, believed, estimated or
expected.
Readers are cautioned not to place undue
reliance on the forward-looking statements and information
contained in this news release. Velan disclaims any obligation to
update any forward-looking statements contained herein, whether as
a result of new information, future events or otherwise, except as
required by law.
NO OFFER OR SOLICITATION
This announcement is for informational purposes
only and does not constitute an offer to purchase or a solicitation
of an offer to sell Velan Shares.
FOR FURTHER INFORMATION:Laurel
Hill Advisory GroupNorth American Toll-Free Telephone:
1-877-452-7184Outside North America: +1-416-304-0211E-mail:
assistance@laurelhill.com Velan Inc.Rishi SharmaChief Financial
OfficerE-mail: rishi.sharma@velan.com
Velan (TSX:VLN)
Historical Stock Chart
From Nov 2024 to Dec 2024
Velan (TSX:VLN)
Historical Stock Chart
From Dec 2023 to Dec 2024