TORONTO, ON / ACCESSWIRE / March 26, 2024 / Think Research Corporation (TSXV:THNK) (" Think " or the " Company ") is pleased to provide an update with respect to its previously announced going private transaction by way of plan of arrangement (the " Arrangement "), pursuant to which Beedie Investments Ltd. (" Beedie Capital ") agreed to acquire all of the common shares in the capital of the Company (the " Shares "), other than those Shares owned by Beedie Capital and other shareholders comprised of certain directors and executive officers of the Company as well as other persons (the " Continuing Shareholders "), for cash consideration of $0.32 per Share (the " Consideration "), on the terms and subject to the conditions of an arrangement agreement dated February 15, 2024 (the " Arrangement Agreement ").
Expiry of "Go-Shop" Period
The Arrangement Agreement between the Company and Beedie Capital included a "go-shop" provision which provided the Company with a 30-day period to solicit interest from third parties to submit an acquisition proposal that is superior to the Arrangement. Following the execution and announcement of the Arrangement Agreement, Think initiated the "go-shop" process with its financial advisor, Canaccord Genuity Corp. (" Canaccord "). Canaccord contacted a total of 34 potential buyers as part of the "go-shop" process. The "go-shop" period expired on March 16, 2024, at 11:59 p.m. (Toronto time) with no acquisition proposal having been received. Think is now subject to a non-solicitation covenant with customary "fiduciary out" provisions under the terms of the Arrangement Agreement.
Special Meeting of Shareholders
As previously announced and further detailed in the Company's information circular dated March 1, 2024 (the " Information Circular "), the special meeting (the " Meeting ") of Shareholders to consider and vote on the arrangement resolution (the " Arrangement Resolution ") is scheduled to be held in a virtual only format via live audio webcast on April 4, 2024, at 2:00 p.m. (Toronto time) at https://virtual-meetings.tsxtrust.com/en/1623. Shareholders of record as of the close of business on March 1, 2024, are entitled to receive notice and vote at the Meeting.
Pursuant to the interim order of the Ontario Superior Court of Justice (Commercial List) dated March 1, 2024, and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), the Arrangement Resolution will require the affirmative vote of: (a) at least two-thirds (2/3) of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting; and (b) a simple majority of the votes cast by the Shareholders present in person or represented by proxy and entitled to vote at the Meeting, other than the Continuing Shareholders and any other person required to be excluded for the purpose of such vote under section 8.1(2) of MI 61-101 (the " Minority Vote "). As such, 21,404,804 Shares held by the Continuing Shareholders as of the record date of March 1, 2024 and 2,934,900 Shares held by Beedie Capital, for a total of 24,339,704 Shares (representing approximately 30.72% of the outstanding Shares in aggregate), will be excluded for the purposes of the Minority Vote, assuming such Shares have been voted prior to the proxy deadline or at the Meeting. As of the date of this news release, a complete list of Continuing Shareholders is attached to this news release as Schedule "A", as such Persons may be added or removed by written consent of the Parties prior to closing of the Arrangement or as may be amended in accordance with the terms of the Arrangement Agreement.
Completion of the Arrangement is subject to customary conditions, including obtaining the required approvals from Shareholders at the Meeting (as detailed above) and receiving the final order of the Ontario Superior Court of Justice (Commercial List). It is anticipated that the Arrangement will be completed in the second quarter of 2024. The Information Circular and related materials for the Meeting are available under the Company's profile on SEDAR+ at www.sedarplus.ca and on Think's website at www.thinkresearch.com.
Think has retained Morrow Sodali to act as proxy solicitation agent and to respond to inquiries from Shareholders. Shareholders who have any questions about the information contained in the Information Circular or need assistance voting or completing their form of proxy or voting information form may contact Morrow Sodali either: (a) by email at assistance@morrowsodali.com; or (b) by telephone at 1-888-444-0591 (toll-free in North America) or 1-289-695-3075 (outside North America).
To keep current with, and obtain information about voting your Shares, please visit www.thinkresearch.com.
Update Regarding Concurrent Sales Processes and Other Matters
Pursuant to the Arrangement Agreement, and as disclosed in the Information Circular, Think engaged two independent M&A advisors (the " M&A Advisors ") in April 2023 and July 2023, respectively, to run sales processes with respect to BioPharma Services Inc. (" BioPharma ") and Clinic 360 Inc. (" Clinic 360 "). The Arrangement Agreement permitted these processes to continue after signing until the end of the "go-shop" period and, as such, the M&A Advisors continued to engage third parties to solicit interest in both BioPharma and Clinic 360. Notwithstanding that the "go-shop" period has ended, Beedie Capital has provided its consent to continue the sales processes for both BioPharma and Clinic 360 for a period of 30-days following the expiry date of the "go-shop" period. No letter of intent has been executed with, nor has exclusivity been granted to, any party.
The special committee (" Special Committee ") of the Company's board of directors (" Board of Directors ") and Canaccord have been kept fully apprised of the status of the sales processes since the Arrangement Agreement was executed on February 15, 2024. At the time the Arrangement Agreement was executed, both the Special Committee and Canaccord separately considered the status of the sales processes as part of their evaluation. After taking that information into account, Canaccord determined that the Consideration to be received by the holders of shares (the " Shareholders ") under the Arrangement Agreement was fair, from a financial point of view, to the Shareholders (other than the Continuing Shareholders and Beedie Capital) (the " Fairness Opinion "). Furthermore, after careful deliberation, including having regard to such sales processes, the Special Committee determined that the Arrangement is in the best interest of the Company and recommended that Shareholders vote in favour of the Arrangement.
The Fairness Opinion itself was based on an analysis that was conducted using traditional methodologies, which included a comparable companies analysis, precedent transaction analysis, discounted cash flow analysis and a sum-of-the-parts analysis (as the Company has several distinct business lines and assets, including BioPharma and Clinic 360). A key consideration of the analysis was the Company's operating performance and management's short-term forecast (as at the time of the analysis). The result of Canaccord's full analyses provided a range of per Share values that supported its view of the fairness of the Consideration, from a financial point of view, to be received by the Shareholders (other than the Continuing Shareholders and Beedie Capital) pursuant to the Arrangement.
In addition, the Special Committee and the Board of Directors were fully aware of the Canaccord fee arrangement, being: (a) a fixed fee in respect of Canaccord Fairness Opinion; and (b) a contingency fee upon the successful completion of the Arrangement (as further detailed in the Information Circular). Throughout the process, including after Think's engagement of Canaccord and prior to the execution of Arrangement Agreement, the Special Committee and the Board of Directors considered the merits of retaining a separate independent financial advisor to provide an independent fairness opinion on a fixed fee basis; however, determined that it would not be necessary nor beneficial to Think and its Shareholders. Some of the factors that led the Special Committee and the Board in reaching this conclusion are as follows: (i) the Arrangement provides an all-cash consideration at a premium of 100% relative to the closing Share price on February 15, 2024 (being the trading day prior to the announcement of the Arrangement); (ii) approximately 48% of Shareholders supported the Arrangement through duly executed voting support agreements; (iii) the additional costs associated with obtaining a second fairness opinion at a time of financial hardship for the Company; and (iv) Canaccord's well regarded reputation as a financial advisor.
Forward Looking Information
This press release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: "anticipate," "intend," "plan," "budget," "believe," "project," "estimate," "expect," "scheduled," "forecast," "strategy," "future," "likely," "may," "to be," "could,", "would," "should," "will" and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.
Statements including forward-looking information may include, without limitation, the timing of various steps to be completed in connection with the Arrangement, future events and other statements that are not material facts. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the parties will receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and regulatory approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Arrangement, and current expectations and analyses made by the Company and its management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from the any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others: (a) 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 obtain or satisfy, in a timely manner or otherwise, required shareholder, regulatory and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Arrangement; (c) risks relating to the Company's ability to retain and attract key personnel during the interim period; (d) the possibility of litigation relating to the Arrangement; (e) the potential of a third party making a superior proposal; (f) risks related to diverting management's attention from the Company's ongoing business operations; and (g) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Arrangement. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Other than as specifically required by applicable Canadian securities law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
About Think Research Corporation
Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process and standardization of care to facilitate better health care outcomes. The Company gathers, develops, and delivers knowledge-based solutions globally to customers including enterprise clients, hospitals, health regions, healthcare professionals, and / or governments. The Company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies.
The Company licenses its solutions to over 14,200 facilities for over 320,000 primary care, acute care, and long-term care doctors, nurses and pharmacists that rely on the content and data provided by the Company to support their practices. Millions of patients and residents annually receive better care due to the essential data that the Company produces, manages and delivers.
In addition, the Company collects and manages pharmaceutical and clinical trial data via its BioPharma Services subsidiary. BioPharma Services is a leading provider of bioequivalence and Phase 1 clinical research services to pharmaceutical companies globally. The Company's other services include a network of digital-first primary care clinics and medical clinics that provide elective surgery. Visit www.thinkresearch.com for more details.
About Beedie Capital
Beedie Capital is a multi-strategy direct investment platform that manages the alternative investments for Beedie, one of the largest private companies in Western Canada. It deploys capital using a flexible, evergreen mandate, and applies a highly agnostic approach to the duration, structure and size of its investments. Beedie Capital combines the strategic capabilities of an institutional investment platform with the flexibility and entrepreneurial mindset of a privately owned business. Beedie Capital invests in any sector, with a core focus on Technology, Tech-enabled Services, and Metals and Mining, and seeks to grow its invested capital alongside the enterprise value of its investments. For further information on Beedie Capital, please visit www.beediecapital.com.
For further information, please contact:
Mark Sakamoto
Executive Vice President
Think Research Corporation
Direct: 416-388-7119
mark.sakamoto@thinkresearch.com
Neither the 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.
SCHEDULE "A" | |
Shareholders Excluded from the Minority Approval Vote | |
Continuing Shareholder | Number of shares |
| 2241781 Ontario Inc. | 122,733 |
| 4333209 Canada | 565,400 |
| Abe Schwartz | 107,269 |
| Akhil Bahdi | 231,600 |
| Alfred Wong | 280,848 |
| Alka Modi | 43,751 |
| Anna Taylor | 351,541 |
| Brynne Eaton-Auvaa | 160,928 |
| Bulent Pakdil | 484,076 |
| David Schmeler | 72,667 |
| Derek Laishley | 96,500 |
| Dermot Sweeny | 172,636 |
| Don Reddick | 2,336,600 |
| Gary Fine | 185,000 |
| Gera Family Trust | 53,000 |
| Gerald D. Tripp and Karen Tripp | 312,500 |
| Ian Gragtmans | 113,636 |
| IC 1101 Investments Inc. | 227,272 |
| James Hamilton Muirhead | 200,000 |
| Janet Kimura | 46,811 |
| Jeffrey Mandel | 359,964 |
| Joe Luca | 200,000 |
| Joel Prussky Investments | 125,000 |
| John Hayes | 74,566 |
| M. Shier & Associates | 385,124 |
| Mark McLeod | 90,909 |
| Mark Sakamoto | 1,699,472 |
| Maxi-Message Marketing Ltd. | 77,612 |
| Michael Stewart | 164,008 |
| N&M Medical Enterprises Inc. | 975,667 |
| Navine Aggarwal | 433,195 |
| The Nirula Cosentine Family Trust | 232,500 |
| Patrick Craib | 54,354 |
| Renzo DiCarlo | 2,327,642 |
| Rusell Liashley Professional Corp | 215,000 |
| Russell Laishley | 217,000 |
| Sachin Aggarwal | 3,024,065 |
| Sam Mandel | 1,250,000 |
| Saurabh Mukhi | 671,639 |
| Sawan Gaogna | 33,533 |
| Schwartz Technologies Holding Corporation | 1,500,000 |
| Scott Reddick | 600,000 |
| Sophie Mandel | 40,000 |
| Thomas Volk | 302,400 |
| Vinod Gera | 72,750 |
| Zych Corp | 113,636 |
| Continuing Shareholder Total as of March 1, 2024 | 21,404,804 |
Purchaser Shares Excluded from the Minority Approval Vote | |
| Beedie Investments Ltd. (Ryan K. Beedie) | 2,934,900 |
| Total Excluded Shares as of March 1, 2024 | 24,339,704 |
SOURCE: Think Research
View the original press release on accesswire.com
