MONTREAL, Feb. 24,
2025 /CNW/ - Carebook Technologies Inc.
("Carebook" or the "Company") (TSXV: CRBK), a leading
Canadian provider of innovative digital health solutions, is
pleased to announce the closing today of the previously announced
plan of arrangement (the "Transaction") pursuant to which
UIL Limited ("UIL") has acquired all of the common shares of
Carebook (the "Common Shares") not already owned by UIL and
its affiliates or associates, at a price of $0.10 per Common Share (the
"Consideration"), for aggregate consideration to the
shareholders of Carebook (other than UIL and its associates or
associates) of $4,170,618.90.
The Transaction received overwhelming support from the Company's
shareholders at a special meeting held on February 18, 2025, and the Transaction received
final court approval on February 20,
2025.
As a result of the Transaction, the Common Shares are expected
to be delisted from the TSX Venture Exchange ("TSXV") at the
close of trading on or about February 25,
2025. The Company also intends to submit an application to
cease to be a reporting issuer under applicable Canadian securities
laws and to otherwise terminate the Company's public reporting
requirements.
Registered holders of Common Shares can submit their share
certificates, if any, along with a duly completed letter of
transmittal and any other documents required by TSX Trust Company
in accordance with the letter of transmittal in order to receive
the Consideration pursuant to the Transaction. A letter of
transmittal was previously mailed to all registered shareholders
and has been filed under Carebook's issuer profile at
www.sedarplus.com.
Registered holders of Common Shares who properly complete, duly
execute and deliver the letter of transmittal, along with their
share certificates, if any, will receive the Consideration pursuant
to the Transaction. Shareholders of Carebook who hold their Common
Shares through a broker are not required to submit a letter of
transmittal. Such shareholders should receive the Consideration
through their brokerage account and should contact their broker
with any questions.
Advisors
BDO Canada LLP acted as financial advisor to the special
committee of the board of directors of Carebook (the "Special
Committee"), and Stikeman Elliott LLP acted as legal advisor to
the Special Committee and the Company.
Norton Rose Fulbright Canada LLP acted as legal advisor to UIL
on the Transaction.
Early Warning Disclosure
Immediately prior to the completion of the Transaction, UIL,
together with its affiliates, beneficially owned or had control or
direction over, directly or indirectly, 61,046,167 Common
Shares, representing approximately 59.4% of the issued and
outstanding Common Shares, as well as 375,000 warrants exercisable
for an equivalent number of Common Shares ("Warrants").
Following completion of the Transaction, UIL and its affiliates now
own or have control or direction over, directly or indirectly, 100%
of the Common Shares in the capital of Carebook, as well as 375,000
Warrants.
This disclosure is issued pursuant to National Instrument 62-104
- Take-Over Bids and Issuer Bids, which also requires
an early warning report to be filed containing additional
information with respect to the foregoing matters. A copy of the
early warning reports will be made available on SEDAR+ under
Carebook's issuer profile at www.sedarplus.com and may be
obtained upon request using the applicable contact information
below.
UIL has its registered office located at Clarendon House, 2
Church Street, Hamilton HM 11, Bermuda. The Company's head
office is located at 2045 Stanley St Montreal, Quebec H3A
2V4 Canada. For further information and/or a copy of the early
warning report to be filed by UIL on SEDAR+ under the Company's
profile at www.sedarplus.com, please contact the Corporate
Secretary of UIL by phone at: +44 1372 271486, or by email
at: alastair.moreton@icm.limited.
All dollar amounts expressed in this news release are in
Canadian dollars.
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 delisting of the Common Shares on the TSXV and the
application to cease to be a reporting issuer.
Risks and uncertainties related to the Transaction include, but
are not limited to: the possibility that the Common Shares will not
be delisted from the TSXV in accordance with the timing currently
contemplated, and that the Common Shares may not be delisted at
all, due to a failure to satisfy, in a timely manner or otherwise,
conditions necessary to delist the Common Shares from the TSXV or
for other reasons; the business of Carebook may experience
significant disruptions, including loss of clients or employees due
to the Transaction; 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;
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".
About UIL
UIL Limited is a Bermuda exempted closed end
investment company whose investment objective is to maximise
shareholder returns by identifying and investing in investments
worldwide where the underlying value is not fully recognised.
Its ordinary shares are admitted to trading on the Specialist Fund
Segment of the Main Market of the London Stock Exchange and they
have a secondary listing on the Bermuda Stock Exchange. UIL's
portfolio is managed by ICM Limited and ICM Investment Management
Limited and as at [30 November
2024] it had gross assets of approximately
£[244m].
SOURCE Carebook Technologies Inc.