TORONTO, Nov. 19, 2018 /CNW/ - Symbility Solutions Inc.
("Symbility" or the "Company"), (TSXV: SY), a global software
company focused on modernizing the insurance industry, announced
today that it has been granted an interim order from the Court of
Queen's Bench of Alberta
authorizing various matters, including the holding of a special
meeting (the "Special Meeting") of securityholders of Symbility
(the "Securityholders") to consider the proposed statutory plan of
arrangement under Section 193 of the Business Corporations
Act (Alberta) (the
"Arrangement") whereby CoreLogic, Inc. (the "Purchaser") will
acquire, directly or indirectly, all of the issued and outstanding
common shares of Symbility (the "Symbility Shares") (other than the
Symbility Shares already owned by the Purchaser and its
affiliates). The Interim Order also authorizes the mailing to
Securityholders of the Management Proxy Circular (the "Circular")
and related proxy materials in respect of the Special Meeting to be
held at 11:30 am (Toronto time) on Thursday, December 13, 2018 at the offices of
Fasken Martineau DuMoulin LLP, Suite 2400, Bay Adelaide Centre, 333
Bay Street, Toronto, Ontario,
Canada. The Circular will be filed on SEDAR and the
Company's investor relations website
(www.symbilitysolutions.com/investors/).
THE ARRANGEMENT
At the Special Meeting, Securityholders will be asked to
consider and, if deemed advisable, pass a special resolution (the
"Arrangement Resolution") approving the Arrangement whereby the
Purchaser will acquire, directly or indirectly, all of the issued
and outstanding Symbility Shares (other than Symbility Shares
already owned by the Purchaser and its affiliates) for cash
consideration of $0.615 per Symbility
Share (the "Symbility Share Consideration"). Each holder of options
for the purchase of Symbility Shares ("Symbility Options") will be
entitled to receive the "in-the-money" amount of each Symbility
Option, less applicable withholdings. The Symbility Share
Consideration represents a 20% premium to the 20-day volume
weighted average trading price of Symbility Shares on the TSX
Venture Exchange (the "TSXV") and a 26% premium to the closing
price of the Symbility Shares on the TSXV, as of October 19, 2018, the last trading date prior to
the date the Arrangement was announced. If the Arrangement is
approved, the Arrangement will be carried out pursuant to the terms
of an arrangement agreement between Symbility and the Purchaser
dated October 22, 2018, as amended
November 12, 2018 to clarify the
mechanics relating to the disposition of the Symbility Options
(collectively, the "Arrangement Agreement").
Securityholders are encouraged to read the Circular, which
contains important information about the Arrangement.
BOARD RECOMMENDATION
Full details of the Arrangement are set out in the Circular. The
Circular describes the Arrangement and includes certain additional
information to assist Securityholders in considering how to vote on
the proposed Arrangement Resolution, including certain risk factors
relating to the completion of the Arrangement. Securityholders
should carefully review and consider all of the information in the
Circular. If Securityholders require assistance, they should
consult their financial, legal, tax or other professional
advisor.
The Arrangement is subject to customary closing conditions for a
transaction of this nature, including Securityholder approval,
court approval, TSXV approval and the receipt of certain
third-party consents.
The Board of Directors of Symbility (the "Board"), after careful
consideration of various factors including the unanimous
recommendation of the strategic committee of independent directors
of the Board, consultation with its financial and legal advisors,
and the fairness opinion of Raymond James Ltd., has unanimously
determined that the Arrangement is in the best interests of the
Company and is fair to Securityholders (other than the Purchaser
and its affiliates), and unanimously recommends that the
Securityholders vote FOR the Arrangement. In making its
recommendation, the Board considered a number of factors as
described in the Circular under the heading "The Arrangement –
Reasons for the Arrangement".
SECURITYHOLDER VOTING
To be effective, the Arrangement Resolution must be approved by:
(i) not less than 66⅔% of the votes cast on the Arrangement
Resolution by the Securityholders present in person or represented
by proxy at the Special Meeting, with each Securityholder being
entitled to one vote for each Symbility Share or Symbility Option
held by such holder; (ii) not less than 66⅔% of the votes cast on
the Arrangement Resolution by the holders of Symbility Shares (the
"Shareholders") present in person or represented by proxy at the
Special Meeting, with each Shareholder being entitled to one vote
for each Symbility Share held by such Shareholder; and (iii) a
majority of the votes cast on the Arrangement Resolution by the
Shareholders present in person or represented by proxy at the
Special Meeting excluding votes attached to Symbility Shares
required to be excluded for majority of the minority approval at
the Special Meeting pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions.
Registered Securityholders as of the close of business on
November 5, 2018 will receive notice
of and be entitled to vote at the Special Meeting. In certain
circumstances, transferees of Shareholders of record may be
permitted to vote.
Securityholders, including directors and officers of the Company
and certain significant Shareholders, collectively holding
approximately 41% of the outstanding Symbility Shares and
approximately 63% of the outstanding Symbility Options, have
entered into voting support agreements with the Purchaser pursuant
to which they have agreed, subject to the terms and conditions
therein, to vote their Symbility Shares and Symbility Options in
favour of the Arrangement Resolution. Consequently, it is expected
that the Arrangement Resolution will be approved.
If the Securityholders approve the Arrangement, it is currently
anticipated that the Arrangement will be completed on or about
December 18, 2018, subject to
obtaining court approval, TSXV approval, as well as the
satisfaction or waiver of other conditions contained in the
Arrangement Agreement. However, it is not possible to state with
certainty when or if the closing of the Arrangement will occur.
ABOUT SYMBILITY
Symbility believes in creating world-class experiences that
simplify business and improve lives. With a history in modernizing
insurance claims solutions for the property and health industries,
Symbility has established itself as a partner that puts security,
efficiency and customer experience first. Symbility PROPERTY™
brings smarter thinking to property insurance. Our strategic
services team, Symbility INTERSECT™ empowers a variety of
businesses with smarter mobile and IoT product development
strategy, design thinking and engineering excellence. We push
industries forward and prove that change for the better is entirely
possible. For more information, please
visit www.symbilitysolutions.com.
LEGAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" about
the proposed Arrangement within the meaning of applicable
Canada securities
legislation. These forwarding-looking statements in this news
release are related to, but are not limited to, matters with
respect to the timing, completion, approval and results of the
Arrangement. Forward-looking statements typically contain
statements with words such as "expect", "anticipate", "believe",
"foresee", "could", "estimate", "goal", "intend", "plan", "seek",
"strive", "will", "may" and "should" and similar expressions.
There can be no assurance that the Arrangement will occur or
that the anticipated benefits described in the Circular will be
realized. The Arrangement is subject to shareholder and court
approvals and the fulfilment of certain conditions, and there can
be no assurance that any such approvals will be obtained and/or any
such conditions will be met. The Arrangement could be
modified, restricted or terminated.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect Symbility's expectations
only as of the date of this news release. Symbility disclaims
any obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise
except as required by law.
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 release.
All trade names are the property of their respective owners.
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SOURCE Symbility Solutions Inc.