Vigil Health Solutions Inc. (“Vigil” or the “Company”) (TSXV: VGL)
would like to remind shareholders of the upcoming special meeting
of the holders (the “Shareholders”) of common shares in the capital
of Vigil (“Common Shares”) and holders (the “Optionholders” and
together with the Shareholders, the “Securityholders”) of options
(the “Options” and together with the Common Shares, the
“Securities”) to purchase Common Shares to consider and approve the
previously announced statutory plan of arrangement (the
“Arrangement”) involving the Company and ABLOY Canada Inc. (the
“Purchaser”), a subsidiary within the ASSA ABLOY Group, all as more
particularly described in the Company's management information
circular dated as of February 4, 2022 (the “Circular”). The meeting
is to be held at 11:00 A.M. (Vancouver time) on March 16, 2022, at
The Vancouver Island Technology Park, 2201-4464 Markham Street,
Victoria, British Columbia. A copy of the Circular is available
under Vigil’s profile on SEDAR at www.sedar.com.
At the meeting, Securityholders will be asked to
consider and vote on a special resolution to approve the
Arrangement (the “Arrangement Resolution”). The Arrangement
Resolution must be approved, with or without variation, by the
affirmative vote of: (i) at least 66⅔% of the votes cast by
Shareholders, present in person or represented by proxy at the
Meeting; (ii) at least 66⅔% of the votes cast by Shareholders and
Optionholders, present in person or represented by proxy at the
Meeting, voting together as a single class, and (iii) a simple
majority of the votes cast by Shareholders, present in person or
represented by proxy at the Meeting, 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 (the “Disinterested
Shareholder Resolution”). The votes of Troy Griffiths (921,207
Common Shares), Steven Smith (1,304,266 Common Shares), Jacquie
Langley (275,973 Common Shares) and Nicola Chalmers (177,117 Common
Shares) will be excluded from the Disinterested Shareholder
Resolution as such persons may be considered to receive a
“collateral benefit” (as defined in Multilateral Instrument 61-101
– Protection of Minority Securityholders in Special Transactions)
in connection with the Arrangement.
If approved by Securityholders, and subject to
the final court approval and satisfaction or waiver of conditions
to closing, including receipt of the final approval of the TSX
Venture Exchange (the “TSXV”), the Purchaser will acquire all of
the Common Shares of Vigil at a price of $0.67 per share in cash.
The total equity value of the transaction is approximately $12.55
million. The transaction is expected to close on or around April 1,
2022. The Common Shares will thereafter be delisted from the
TSXV.
Securityholders are encouraged to carefully
review the Circular, as it contains important information regarding
the Arrangement and its consequences to Securityholders, and to
vote in advance of the Meeting. Registered Shareholders and
Optionholders should send their completed proxies to Computershare
Investor Services Inc., Attention: Proxy Department, 100 University
Avenue, 9th Floor, Toronto, Ontario, M5J 2Y1 so that they arrive
before 11:00 A.M. (Vancouver time) on March 14, 2022.
Non-registered Shareholders should carefully follow the
instructions in the proxy-related materials provided to them by
their broker, investment dealer, bank, trust company or other
intermediary on how to vote at the Meeting.
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 include but are not
limited to statements regarding the Arrangement; the potential
acquisition of Vigil by the Purchaser in an all-cash transaction;
the special meeting of Securityholders; the necessary shareholder,
court, and TSXV approvals; the timing of the closing of the
Arrangement; 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 Vigil's
securityholders do not approve the transaction at Meeting; the
possibility that the applicable court does not approve the
Arrangement; the possibility that all required regulatory
approvals, including the approval of the 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:
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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