LAVAL, QC, Feb. 16, 2018 /CNW Telbec/ - Ergoresearch Ltd.
(the "Corporation") (TSXV: ERG), a Quebec-based company in the design and
manufacturing of cutting edge technology for intelligent orthotics,
medical devices and software in the orthopedic industry, is pleased
to announce that its shareholders have approved the
previously-announced amalgamation (the "Amalgamation") under the
provisions of the Canada Business Corporations Act involving
the Corporation and a wholly-owned subsidiary of 9332073 Canada
Inc. (the "Purchaser"), pursuant to which all of the outstanding
shares of the Corporation will be acquired by the Purchaser by way
of amalgamation for $0.30 per share
in cash.
The Continuance (as defined below) was approved by 87.8% of the
votes cast by shareholders and the Amalgamation was approved by
87.4% of the votes cast by shareholders and by 81.6% of the votes
cast by shareholders other than interested shareholders at the
special meeting of shareholders of the Corporation held earlier
today. Subject to the TSX Venture Exchange final approval and other
customary closing conditions, the transactions contemplated are
expected to close on or about February 23,
2018. As a condition to the completion of the Amalgamation,
the Corporation continued its existence (the "Continuance") today
from the Business Corporations Act (Alberta) to the Canada Business
Corporations Act.
About Ergoresearch Ltd.
The Corporation is a Canadian company that designs and
manufactures cutting edge technologies for the orthopedic industry.
The Corporation is a trend-setter in creating custom orthotics and
speciality orthotics for the orthopedics market and holds a
portfolio of patents in the orthopedics field and in human bionics.
The mission of our banner "Équilibre orthèses et biomécanique" is
to keep people active and moving. "ÉQUILIBRE", driven by its
proprietary technologies and the expertise of its professionals,
offers a range of products, treatments and services in order to
relieve pain, restore motor function and optimize performance.
Additional information on the Corporation can be found on the
Corporation's website at www.ergoresearch.com and on the SEDAR
website at www.sedar.com.
About 9332073 Canada Inc.
9332073 Canada Inc. is a corporation controlled by Sylvain Boucher and Danielle Boucher in partnership with Walter
Capital Partners Inc. ("Walter Capital"). Walter Capital is a
private equity firm and part of Walter Financial and the Walter
Group. Walter Capital invests capital and know-how in established
small and medium-sized businesses to help accelerate their growth.
Drawing on the entrepreneurial values of the Walter Group and the
business leadership expertise of its Managing Partners, Walter
Capital offers solutions that are above and beyond purely financial
transactions. Headquartered in Montreal, Walter Capital provides a solid
international network.
Forward‐Looking Information
This press release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation.
Forward-looking information is identified by the use of terms and
phrases such as "may", "would", "should", "could", "expect",
"intend", "estimate", "outlook", "target", "goal", "guidance",
"anticipate", "plan", "foresee", "believe", or "continue", the
negative of these terms and similar terminology, including
references to assumptions, although not all forward-looking
information contains these terms and phrases. Such forward-looking
information includes a statement relating to the anticipated timing
of the completion of the proposed transaction. Forward-looking
information is subject to a number of risks and uncertainties, many
of which are beyond our control, which could cause actual results
to differ materially from those that are disclosed in or implied by
such forward-looking information. These risks and uncertainties
include, but are not limited to, the failure of the parties to
obtain the TSX Venture Exchange final approval or to otherwise
satisfy the conditions to the completion of the transaction in a
timely manner or at all. Consequently, all of the forward-looking
information contained herein is qualified by the foregoing
cautionary statements, and there can be no guarantee that the
results or developments that we anticipate will be realized or,
even if substantially realized, that they will have the expected
consequences or effects on our business, financial condition or
results of operation. Unless otherwise noted or the context
otherwise indicates, the forward-looking information contained
herein is provided as of the date hereof, and we do not undertake
to update or amend such forward-looking information whether as a
result of new information, future events or otherwise, except as
may be required by applicable law. Consequently, all of the
forward-looking information contained herein is qualified by the
foregoing cautionary statements, and there can be no guarantee that
the results or developments that we anticipate will be realized or,
even if substantially realized, that they will have the expected
consequences or effects on our business, financial condition or
results of operation. Unless otherwise noted or the context
otherwise indicates, the forward-looking information contained
herein is provided as of the date hereof, and we do not undertake
to update or amend such forward-looking information whether as a
result of new information, future events or otherwise, except as
may be required by applicable law.
This announcement is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell the Corporation's common shares. All figures are in
Canadian dollars, unless otherwise specified.
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.
SOURCE Ergoresearch Ltd