CRBK Carebook Technologies Inc

MONTREAL, Feb. 18, 2025 /CNW/ - February 18, 2025 – Carebook Technologies Inc. ("Carebook" or the "Company") (TSXV: CRBK), a leading Canadian provider of innovative digital health solutions, announced today that at the Company's special meeting (the "Meeting") of its shareholders (the "Shareholders") held earlier today, an overwhelming majority of Shareholders voted in favour of the special resolution (the "Arrangement Resolution") approving the previously announced statutory plan of arrangement involving the Company and UIL Limited (the "Purchaser" or "UIL"), 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 "Consideration"), 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.

Approval of the Arrangement Resolution required the affirmative vote of (i) at least two-thirds (66 ^2/3%) of the votes cast by Shareholders virtually present or represented by proxy at the Meeting (with each holder of Common Shares being entitled to one vote per Common Share) and (ii) the majority of the holders of Common Shares present in person or represented by proxy at the Special Meeting, excluding the votes of UIL and its affiliates and associates, whose votes were required to be excluded for the purposes of "minority approval" under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, in the context of a "business combination".

Details on the voting results at the Meeting are below:

Carebook anticipates returning to the Ontario Superior Court of Justice (Commercial List) (the "Court") on or about February 20, 2025 to seek a final order of the Court approving the Arrangement. Completion of the Arrangement remains subject to closing conditions as set forth in the Arrangement Agreement, including approval of the Court. Assuming that the conditions to closing are satisfied or waived (if permitted), it is expected that the Arrangement will be completed on or about February 24, 2025. Following completion of the Arrangement, the Common Shares will be delisted from the TSX Venture Exchange and applications will be made for Carebook to cease to be a reporting issuer under applicable securities laws.

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, among other things, statements relating to the anticipated timing for completion of the Arrangement, including the parties' ability to satisfy the conditions to the consummation of the transaction, the delisting of the Common Shares from the TSX Venture Exchange and the Company ceasing to be a reporting issuer under applicable securities laws; the timing of the hearing for the final order; the receipt of the required Court approval and other customary closing conditions.

Risks and uncertainties related to the transactions contemplated by the Arrangement Agreement include, but are not limited to: the failure to obtain the required Court approval for, or satisfy other closing conditions to effect, the Arrangement; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the Purchaser's failure to pay the Consideration at closing of the transaction; the ability of the Company or the Purchaser to pay any expense reimbursement fee under the Arrangement Agreement, should such fee become payable; the business of Carebook may experience significant disruptions, including loss of clients or employees due to transaction 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 transaction is pending; and other risks and uncertainties affecting Carebook, including those described in 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 shares trade on the TSXV under the symbol "CRBK".

SOURCE Carebook Technologies Inc.