Vigil Health Announces Securityholder Approval of Arrangement with ABLOY Canada Inc.
March 16 2022 - 6:42PM
Vigil Health Solutions Inc. (“
Vigil” or the
“
Company”) (TSXV: VGL) announced today that at
today’s special meeting of holders (the
“
Shareholders”) of common shares in the capital of
Vigil (the “
Common Shares”) and holders of options
(the “
Optionholders”) to acquire Common Shares,
that Shareholders and Optionholders have approved the arrangement
resolution (the “
Arrangement Resolution”) under
which ABLOY Canada Inc. (the “
Purchaser”) will
acquire 100% of Vigil’s issued and outstanding common shares by way
of an arrangement under the Business Corporations Act (British
Columbia) (the “
Arrangement”). Under the
Arrangement, each Shareholder will receive $0.67 for each share
held (the “
Meeting”). The total equity value of
the transaction is approximately $12.55 million.
The Arrangement Resolution was approved by (i)
98.87% of the votes cast by Shareholders, (i) 98.98% of the votes
cast by Shareholders and Optionholders, voting together as a single
class, and (iii) 98.64% of the votes cast by Shareholders excluding
for this purpose votes attached to Common Shares required to be
excluded pursuant to Multilateral Instrument 61-101 – Protection of
Minority Securityholders in Special Transactions, meeting all
requisite approval requirements.
Subject to receipt of the final order of the
Supreme Court of British Columbia (the “Court”)
approving the Arrangement, which is anticipated to be received on
or around March 21, 2022, the transaction is expected to close on
or around April 1, 2022, subject to the satisfaction or waiver of
other conditions to closing, including receipt of the final
approval of the TSX Venture Exchange (the “TSXV”). The Common
Shares will thereafter be delisted from the TSXV.
About ASSA ABLOY
The ASSA ABLOY Group is the global leader in
access solutions. The Group operates worldwide with 48,000
employees and sales of SEK 88 billion. The Group has leading
positions in areas such as efficient door openings, trusted
identities and entrance automation. ASSA ABLOY's innovations enable
safe, secure and convenient access to physical and digital places.
Every day, ASSA ABLOY help billions of people experience a more
open world.
About Vigil
Vigil offers a proprietary technology platform
combining software and hardware to provide comprehensive solutions
to the expanding seniors’ housing market. Vigil has established a
growing presence in North America and an international reputation
for being on the leading edge of systems design and integration.
Vigil’s objective is to offer solutions for the full continuum of
care. Vigil’s product range includes the innovative wireless
Vitality Care System™ featuring discreet 'mini pendants', a nurse
call system, mobile fall and incontinence monitoring, resident
check in and the award-winning Vigil Memory Care System. Learn more
about the company at www.vigil.com.
Forward-Looking Statements
This news release contains forward-looking
information within the meaning of applicable securities laws in
Canada (collectively, "forward-looking statements"). The words
"anticipates", "believes", "budgets", "could", "estimates",
"expects", "forecasts", "intends", "may", "might", "plans",
"projects", "schedule", "should", "will", "would" and similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain these
identifying words. Forward-looking statements in this news release
include, but are not limited to, statements about: the acquisition
of Vigil by the Purchaser in an all-cash transaction; the
satisfaction or waiver of closing conditions, including the receipt
of the final order of the Court and TSXV approvals; the expected
timing of closing; and the delisting of the Common Shares from the
TSXV.
With respect to the forward-looking statements
contained in this news release, Vigil has made numerous assumptions
regarding, among other things: the Purchaser’s ability to finance
the transaction; and the ability of Vigil and the Purchaser to
satisfy all of the closing conditions to complete the transaction.
Readers are cautioned that the plans, intentions or expectations
disclosed in any forward-looking statements and underlying
assumptions may not be achieved and that they should not place
undue reliance on any forward-looking statement. Actual results or
events could differ materially from the plans, intentions,
expectations, and assumptions expressed or implied in any
forward-looking statements as a result of numerous risks,
uncertainties and other factors, including those relating to: the
possibility of not satisfying all of the closing conditions to
complete the transaction; the possibility that all required
regulatory approvals, including the final approval of the Court and
TSXV are not received; competition from other healthcare technology
companies; and economic and capital market conditions.
For a more thorough discussion of the risks
associated with Vigil's business, see the "Risks and Uncertainties"
section in Vigil's management’s discussion and analysis for the
year ended March 31, 2021, filed with the securities regulators in
Canada at www.sedar.com. Although the Company has attempted to
identify important risks, uncertainties and other factors that
could cause actual results or events to differ materially from
those expressed or implied in the forward-looking statements, there
may be other factors that cause actual results or events to differ
from those expressed or implied in the forward-looking statements.
All forward-looking statements are qualified in their entirety by
this cautionary statement and Vigil undertakes no obligation to
revise or update any forward-looking statements as a result of new
information, future events or otherwise after the date hereof.
For further information please contact:Troy
Griffiths, President and CEOTel: (250) 383-6900Fax: (250)
383-6999Email: information@vigil.com |
Vigil Health Solutions Inc.2102-4464 Markham
StreetVictoria, BCV8Z 7X8Website: www.vigil.com |
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
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