CALGARY, Feb. 11, 2019 /CNW/ - Solium Capital Inc.
(Solium or the Company) (TSX: SUM) is pleased to announce
that the Company has entered into a definitive arrangement
agreement (the Arrangement Agreement) with Morgan
Stanley under which Morgan Stanley, through a wholly-owned
subsidiary, will acquire all of the issued and outstanding common
shares of Solium (Solium Shares), subject to the approval of
the Solium shareholders.
Under the terms of the Arrangement Agreement, Morgan Stanley
will acquire Solium's Shares in an all cash purchase pursuant to an
arrangement under the Business Corporations Act
(Alberta) (the Arrangement)
and pay CAD$19.15 for each Solium
Share (the Purchase Price). The total transaction is valued
at approximately CAD$1.1 billion.
The Arrangement
The board of directors of Solium (the Solium
Board) delegated to a special committee (the Special
Committee) the authority to review, evaluate and negotiate the
Arrangement on behalf of Solium. The Special Committee unanimously
recommended approval of the Arrangement to the Solium Board.
In addition, CIBC World Markets Inc. provided its opinion to
the Special Committee (subject to the assumptions, qualifications
and limitations contained therein) that, as of the date of such
opinion, the consideration to be received by holders of the Solium
Shares pursuant to the terms of the Arrangement is fair, from a
financial point of view, to the holders of Solium Shares (the
Fairness Opinion).
After considering, among other things, the recommendation of the
Special Committee and its receipt of the Fairness Opinion, the
Solium Board: (i) has unanimously determined that the Arrangement
is in the best interests of Solium and is fair to the holders of
Solium Shares; and (ii) recommends that the holders of Solium
Shares vote in favour of the Arrangement.
The Arrangement is subject to the approval by two-thirds of the
votes cast by holders of Solium Shares present in person or by
proxy at a special shareholders meeting (the Meeting) called
to consider the Arrangement, and, if required under applicable
laws, a majority of the votes cast by holders of Solium Shares
after excluding the votes cast by those persons whose votes may not
be included under the Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special
Transactions. All of the directors of Solium, who collectively
own directly or indirectly or exercise control or direction over
approximately 19% of the Solium Shares, have signed support
agreements with Morgan Stanley pursuant to which they have agreed
to vote their Solium Shares in favour of the Arrangement, subject
to the provisions thereof.
In addition to shareholder approval, closing of the Arrangement
is also subject to the approval of the Court of Queen's Bench of
Alberta, the receipt of applicable
regulatory approvals and satisfaction of certain other closing
conditions customary in transactions of this nature. Subject to
receiving regulatory approvals the Arrangement is expected to close
in the second quarter of 2019.
A copy of the Arrangement Agreement will be filed by Solium with
the Canadian securities regulators and will be available for
viewing at www.sedar.com. Further details regarding the Arrangement
will be contained in a management information circular
(the "Information Circular") in connection with the
Meeting. The Information Circular is expected to be mailed to
holders of Solium Shares in mid-March
2019 with the Meeting to be scheduled for mid-April 2019. All holders of Solium Shares are
urged to read the Information Circular once available as it will
contain additional important information concerning the
Arrangement. The Information Circular will be available
electronically on Solium's SEDAR profile at www.sedar.com shortly
following the mailing of the Information Circular. Following
closing of the Arrangement, the Solium Shares will be de-listed
from the TSX.
CIBC World Markets Inc. has been retained as a financial advisor
to the Special Committee to prepare and deliver the Fairness
Opinion. Norton Rose Fulbright is
acting as Solium's legal advisor.
Advisories
Forward-Looking Information
Certain statements contained in this press release constitute
forward-looking statements or forward-looking information under
applicable securities legislation. Forward-looking statements or
information typically contain statements with words such as
"anticipate", "believe", "expect", "plan", "intend", "estimate",
"propose", or similar words suggesting future outcomes or
statements regarding an outlook. Specific forward-looking
statements in this press release include, but are not limited to:
statements regarding the Arrangement, including completion of the
Arrangement and the timing in respect thereof; and the timing of
matters related to the approval of the Arrangement and the
implementation thereof.
Such information reflects Solium's current views with respect to
future events and are subject to certain risks, uncertainties and
assumptions, including, without limitation: the impact of any
changes in the laws and regulations in the jurisdictions in which
Solium operates.
Although Solium believes that the expectations reflected in such
forward-looking statements or information are reasonable, undue
reliance should not be placed on forward-looking statements or
information because Solium can give no assurance that such
expectations will prove to be correct. The forward-looking
statements and information are based on Solium's current
expectations, estimates and projections, and are subject to a
number of significant risks and uncertainties that could cause
actual results to differ materially from those anticipated. Such
risks and uncertainties include, among others: the risk that the
Arrangement may not be completed on a timely basis, if at all; the
conditions to the consummation of the Arrangement may not be
satisfied; the risk that the Arrangement may involve unexpected
costs, liabilities or delays; the possible occurrence of an event,
change or other circumstance that could result in termination of
the Arrangement; risks relating to the failure to obtain necessary
shareholder and court approval; general business and economic
conditions; the overall performance of the stock market(s); actions
of competitors and partners; and the regulatory environment. The
foregoing is not exhaustive and other risks are detailed from time
to time in other continuous disclosure filings of Solium. Should
one or more of the uncertainties or risks materialize, or should
assumptions underlying the forward-looking statements or
information prove incorrect, actual results may vary materially
from those described herein as anticipated, believed, estimated or
expected. These forward-looking statements contained herein are
made as of the date of this press release and in each, case are
expressly qualified by this cautionary statement. Solium does not
intend to nor does it assume any obligation to update publicly or
revise any of the forward-looking statements, whether as a result
of new information, subsequent events or otherwise, except as
required by applicable laws. Solium cautions readers not to place
undue reliance on these statements.
About Solium
Solium provides cloud-enabled services for global equity
administration, financial reporting and compliance. From offices in
the United States, Canada, the United
Kingdom, Europe and
Australia, and our innovative SaaS
technology powers share plan administration and equity transaction
for more than 3,000 corporate clients with employee participants in
more than 100 countries. Follow us @Solium and visit us at
www.solium.com.
SOURCE Solium Capital Inc.