TORONTO, ON / ACCESSWIRE / April 18, 2024 / Think Research Corporation (TSXV:THNK) ("Think" or the "Company"), is pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement"), pursuant to which Beedie Investments Ltd. ("Beedie Capital") acquired all of the issued and outstanding common shares in the capital of the Company ("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, for cash consideration of C$0.32 per Share. The Arrangement, which was announced on February 16, 2024, was approved by the Company's shareholders at a special meeting held on April 4, 2024. The Company obtained a final order from the Ontario Superior Court of Justice (Commercial List) in respect of the Arrangement on April 9, 2024.
"The Company is looking forward to this new chapter working with Beedie Capital. We are excited about the opportunities and innovations that lie ahead, and the positive impacts this Arrangement will have on our customers and employees," said Sachin Aggarwal, Chief Executive Officer of Think.
As a result of the Arrangement, the Company is expected to be delisted from the TSX Venture Exchange (the "TSXV") at the close of trading on April 22, 2024. The Company will submit an application to cease to be a reporting issuer under applicable Canadian securities laws which will terminate the Company's public reporting requirements.
Following the completion of the Arrangement, Beedie Capital and Think entered into a ninth amendment to the credit agreement dated April 22, 2022, as amended, between Beedie Capital and the Company, pursuant to which, among other things, a non-revolving, non-convertible term loan in the amount of $1,850,000 (the "Bridge Loan") was made available to Think for working capital purposes.
Canaccord Genuity Corp. provided a fairness opinion to the independent special committee of the board of directors of the Company (the "Special Committee"), Stikeman Elliott LLP acted as counsel to the Company, Dentons Canada LLP acted as counsel to Beedie Capital, Cassels Brock & Blackwell LLP acted as counsel to the Special Committee of Think's board of directors, and Morrow Sodali acted as proxy advisor.
Shareholder Questions and Assistance
Registered Shareholders must submit any certificates and/or DRS advices representing their Shares, together with a duly completed and executed letter of transmittal and any other documents that TSX Trust Company, who is acting as depositary under the Arrangement, may reasonably require, in order to receive the cash consideration to which they are entitled under the Arrangement.
Shareholders who have questions or require assistance with submitting their Shares to the Arrangement may direct their questions to the Company's strategic shareholder advisor and proxy solicitation agent, Morrow Sodali at 1-888-444-0591 toll free in North America or 1-289-695-3075 collect outside North America or by email at assistance@morrowsodali.com. Further information about submitting your Shares to the Arrangement, including with respect to completing the letter of transmittal, may be addressed to TSX Trust Company toll free at 1-866-600-5869 or by email at tsxtis@tmx.com.
Early Warning
Immediately prior to the completion of the Arrangement, Beedie Capital held or exercised control or direction over (i) 2,934,900 Shares, representing approximately 3.7% of the issued and outstanding Shares (on a non-diluted basis) and (ii) assuming the conversion in full of the aggregate principal amount outstanding under the non-revolving term convertible loan facility made available by Beedie Capital to the Company (the "Loan Facility") of $21 million using the applicable conversion price as of the respective dates of each advance under the Loan Facility, Beedie Capital would hold or exercise control or direction over an aggregate of 43,039,057 Shares, representing approximately 36.1% of the issued and outstanding Shares (on a partially-diluted basis); and (iii) assuming the conversion in full of the principal amounts outstanding under the Loan Facility of $21 million using the applicable conversion price as of the respective dates of each advance under the Loan Facility, as well as the remaining $4 million of undrawn principal available under the Loan Facility at a conversion price of $0.388 per share, representing a 25% premium above the closing price of the Shares on the TSXV as of April 17, 2024, Beedie Capital would hold or exercise control or direction over an aggregate of 53,361,638 Shares, representing approximately 41.16% of the issued and outstanding Shares (on a partially-diluted basis).
Following the completion of the Arrangement, Beedie Capital owns 57,864,367 Shares, representing approximately 73.0% of the issued and outstanding Shares.
In connection with the closing of the Arrangement, each of the directors that were previously on the board of directors of the Company resigned, other than Sachin Aggarwal. Two representatives of Beedie Capital, David Bell and Adrian Chan have also been appointed as directors of the Company.
The completion of the Arrangement and entry into the Bridge Loan result in changes to material facts included in the early warning report dated February 16, 2024 filed by Beedie Capital on Think's SEDAR+ profile. Accordingly, an early warning report containing additional information will be filed by Beedie Capital in accordance with applicable securities laws and will be available on SEDAR+ at www.sedarplus.ca or may be obtained directly from Beedie Capital upon request at 604-436-7888. Beedie Capital's head office is located at Suite 900 - 1111 West Georgia St., Vancouver, BC, V6E 4M3.
MI 61-101 Disclosure
Beedie Capital is a "related party" of the Company as defined in Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and the amendments to the credit agreement would constitute a "related party transaction" as defined in MI 61-101. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) of MI 61-101, respectively.
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 delisting of the Shares from the TSXV and the Company's application to cease to be a reporting issuer and terminate its public reporting requirements. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, 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, (i) the possibility that the Shares will not be delisted from the TSXV in accordance with the timing currently contemplated and that the Shares may not be delisted at all, due to a failure to satisfy, in a timely manner or otherwise, conditions necessary to delist the Shares from the TSXV or for other reasons, (ii) the possibility that the Company will not receive approval to cease to be a reporting issuer under applicable Canadian securities laws and to otherwise terminate the Company's public reporting requirements (iii) the possibility of adverse reactions or changes in business resulting from the completion of the Arrangement; (iv) the possibility of litigation relating to the Arrangement; and (v) 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. 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 TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Think Research
View the original press release on accesswire.com
