CALGARY, April 15, 2019 /CNW/ - Solium Capital Inc.
(Solium or the Company) (TSX:SUM) is pleased to
announce that the securityholders of Solium have voted in favour of
the previously announced plan of arrangement (the
Arrangement) under the Business Corporations Act
(Alberta) at Solium's special
meeting of securityholders held today. Pursuant to the Arrangement,
Morgan Stanley, through a wholly-owned subsidiary, has agreed to
acquire all of the outstanding common shares of Solium (Solium
Shares) for CAD$19.15 per Solium
Share.
At the securityholders' meeting, 99.84% of the votes cast at the
meeting by holders of Solium Shares, Solium's stock options and
Solium's restricted share units (collectively, the
Securities), voting together as a single class, voted in
favour of the Arrangement, and 99.86% of the votes cast at the
meeting by holders of Solium Shares, after excluding the votes cast
by those persons required to be excluded pursuant to Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions, voted in favour of the Arrangement.
76.22% of the outstanding Securities were represented at the
meeting, either in person or by proxy.
Solium is also pleased to announce that, following the meeting,
it received a final order from the Court of Queen's Bench of
Alberta approving the
Arrangement.
Completion of the Arrangement is subject to various closing
conditions, including the receipt of certain regulatory approvals.
The Company and Morgan Stanley expect to receive such regulatory
approvals before the end of this month and, if such regulatory
approvals are received by such time, closing of the Arrangement is
expected to occur on or about May 1,
2019. The Company has applied to de-list the Solium Shares
from the Toronto Stock Exchange on the date of the closing of the
Arrangement.
Solium reminds its registered shareholders to complete the
letter of transmittal that was sent to them on March 22, 2019 in order to receive the
consideration payable under the Arrangement. Once completed, the
letter of transmittal and all accompanying documents should be
returned to TSX Trust Company in accordance with the instructions
set out in the letter of transmittal. A copy of the letter of
transmittal is available under the Company's issuer profile on
SEDAR at www.sedar.com.
Advisories
Forward-looking statements
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 completion and timing of the Arrangement.
Such information reflects Solium's current views and are subject
to certain risks, uncertainties and assumptions, including, without
limitation, the anticipated time for receipt of regulatory
approvals and the anticipated closing and the date of closing of
the Arrangement. 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 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; general business and
economic conditions; the overall performance of the stock
market(s); 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, our innovative SaaS
technology powers share plan administration and equity transactions
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.