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.