ERGORESEARCH LTD. AND VICTHOM HUMAN BIONICS INC. ANNOUNCE EXECUTION OF DEFINITIVE ARRANGEMENT AGREEMENT
Published March 14 2013 in Non classé
ERGORESEARCH TO ACQUIRE VICTHOM
Laval, QC, March 14, 2013 – Ergoresearch Ltd. (TSXV: ERG) (“Ergoresearch”) and Victhom Human Bionics Inc. (TSXV: VHB) (“Victhom”) announced today that Ergoresearch Inc. (the “Purchaser”), a direct wholly-owned subsidiary of Ergoresearch, and Victhom have entered into a definitive arrangement agreement (the “Arrangement Agreement”) pursuant to which all of the outstanding securities of Victhom will be acquired by the Purchaser. Under the terms of the Arrangement Agreement, the total consideration is $4.1 million and existing holders of common shares of Victhom will receive $0.08 in cash per share, the holders of the class A preferred shares of Victhom will receive a cash amount equal to $2,556,188 divided by the number of issued and outstanding series A preferred shares on closing of the arrangement. There are currently 19,297,654 common shares and 6,479,131 Series A Preferred Shares of Victhom issued and outstanding.
The all-cash consideration of $0.08 per common share represents a premium of approximately 60% over the closing price of the common shares price on the TSX Venture Exchange on March 13, 2013, and 118.5% over the volume-weighted average trading price of the common shares for the past 20 trading days. All stock options granted and outstanding of Victhom will be cancelled without consideration as none of these options will be “in the money” given the cash consideration offered for the common shares.
Normand Rivard, President and Chief Executive Officer of Victhom, said: “We believe that the proposed transaction is a favorable outcome for our shareholders and we are pleased to see that our technology will be held by a Québec-based company.”
Victhom’s four largest shareholders, Midsummer Investment Ltd., Islandia LP, Fonds de solidarité des travailleurs du Québec (F.T.Q.), SIPAR Inc. and all directors and officers of Victhom who own securities of Victhom, holding as a group approximately 23.61% of the outstanding common shares of Victhom and approximately 93.06% of the outstanding preferred shares of Victhom, have agreed, pursuant to support and voting agreements, to support and vote in favour of the transaction. The support and voting agreements will only terminate upon the termination of the Arrangement Agreement.
Board Approves Unanimously
The transaction has been approved unanimously by the Board of Directors of Victhom. In doing so, the Board of Directors has determined that the arrangement is fair to the shareholders and is in the best interests of Victhom and its shareholders. As a result, the Board of Directors has authorized the submission of the arrangement to the securityholders of Victhom for their approval at a special meeting of securityholders and has resolved to recommend to the shareholders that they vote in favour of the transaction. In reviewing the proposed transaction, the Board of Directors received an opinion from Bloom Burton & Co. that the consideration to be received by all the shareholders under the transaction is fair from a financial point of view to such shareholders.
The transaction will be implemented by way of a court-approved statutory plan of arrangement under the Canada Business Corporations Act and will have to be approved by the securityholders of Victhom at a special meeting to be held on or about April 23, 2013. The plan of arrangement will be subject to the approval of (i) 66 2/3% of the votes cast by all of the holders of common shares of Victhom, (ii) 66 2/3% of the votes cast by all of the holders of class A preferred shares of Victhom, and (iii) a simple majority of the votes cast by all shareholders of Victhom, voting as a single class, excluding interested parties. Once approved by the securityholders, the plan of arrangement will then have to be sanctioned by the Superior Court of Québec.
The transaction is subject to certain other customary conditions described in the Arrangement Agreement, including Victhom’s compliance with covenants relating to its operations until closing. The Arrangement Agreement contains customary provisions prohibiting Victhom from soliciting any other acquisition proposals and providing the Purchaser with a right to match any unsolicited acquisition proposal from a third party that the Board of Directors of Victhom determines, in the exercise of its fiduciary duties, to be superior to the transaction contemplated by the Arrangement Agreement. In the event that the Purchaser does not match such a superior proposal, the Board of Directors of Victhom will be entitled to change its recommendation and the Purchaser will then have the option to either terminate the Arrangement Agreement or force Victhom to hold the special meeting of securityholders.
The Arrangement Agreement provides for Victhom to pay the Purchaser a termination fee in the amount of $300,000 and reimburse Purchaser’s out-of-pocket expenses under certain circumstances. The Arrangement Agreement also provides for the Purchaser to pay Victhom a reverse termination fee in the amount of $300,000 under certain circumstances.
A copy of Bloom Burton & Co.’s fairness opinion, a description of the various factors considered by the Board of Directors in its decision to approve the transaction and recommend it to the securityholders, as well as other relevant background information, will be included in the information circular to be mailed to the securityholders of Victhom in advance of the special meeting to vote on the plan of arrangement. Copies of the information circular, the Arrangement Agreement, the plan of arrangement, the support and voting agreements and certain related documents will be filed with Canadian securities regulators and will be available on SEDAR (www.sedar.com) as part of Ergoresearch’s and Victhom’s public filings.
McCarthy Tétrault LLP is acting as legal counsel to Victhom and Fasken Martineau DuMoulin LLP is acting as legal counsel to the Purchaser and Ergoresearch.
Ergoresearch also announced that the Purchaser has accepted an offer from Caisse Desjardins for a credit facility of $7.2 million, the proceeds of which will be used in part to finance the transaction with Victhom.
This is not an invitation to purchase securities listed on TSX Venture Exchange. TMX Group and its affiliates do not endorse or recommend the referenced securities. Please seek professional advice to evaluate specific securities.
This press release contains forward-looking statements relating to the proposed acquisition of Victhom. Statements based on Ergoresearch’s, the Purchaser’s and Victhom’s management’s current expectations contain known and unknown inherent risks and uncertainties and no assurance can be given that potential future results or circumstances will be achieved or will occur. The reader should not place undue faith in forward-looking information. Management disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or circumstances.
Ergoresearch has developed Quebec’s leading network of orthotics clinics, with over 100 corporate and satellite centres under the Clinique du pied Équilibre, Orthoconcept, Podotech and Laboratoire Langelier banners. The leading manufacturer of “intelligent” foot orthotics and specialty orthotics, it is a trend-setter in creating durable medical equipment and software for the orthopedics market. Ergoresearch has developed and commercialized Expert-Fit™, the first robotized custom-fit orthotics manufacturing software program, launched the first Living Lab in Canada and more recently, a new generation of world-patented orthotic device called the OdrA, that revolutionizes the treatment of pain associated with knee osteoarthritis. Ergoresearch Ltd is listed on the Toronto Stock Exchange (TSXV) under the symbol ERG.
Victhom is a company which owns patents in the field of orthotics and prosthetics (“O&P”), including intellectual property used in the POWER KNEE, the world’s first and only motor-powered prosthesis for above-knee amputees, a product distributed under license agreement by Ossur, a global leader in the O&P market. The Company also has a royalty agreement related to the Neurostep® System and neuromodulation products in other indications (sleep apnea and epilepsy) using the Neurobionix technology platform under development by Neurostream Technologies, a General Partnership now owned by Otto Bock, a global leader in the O&P market.
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.
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President and CEO, Ergoresearch Ltd.
450-973-6700, ext. 213 / firstname.lastname@example.org
President and CEO, Victhom Human Bionics Inc.
438-380-5244 / email@example.com
Director – Communications and Public Relations, Ergoresearch Ltd.
450-973-6700, ext. 233 / firstname.lastname@example.org