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 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.
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.
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.
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