Symbility Announces Receipt of Interim Court Order, Special Meeting of Securityholders and Filing of Management Proxy Circular for Proposed Acquisition by CoreLogic
TORONTO, Nov. 19, 2018 /PRNewswire/ - Symbility Solutions Inc. ("Symbility" or the "Company"), (TSXV: SY), a global software company focused on modernizing the insurance industry, announced today that it has been granted an interim order from the Court of Queen's Bench of Alberta authorizing various matters, including the holding of a special meeting (the "Special Meeting") of securityholders of Symbility (the "Securityholders") to consider the proposed statutory plan of arrangement under Section 193 of the Business Corporations Act (Alberta) (the "Arrangement") whereby CoreLogic, Inc. (the "Purchaser") will acquire, directly or indirectly, all of the issued and outstanding common shares of Symbility (the "Symbility Shares") (other than the Symbility Shares already owned by the Purchaser and its affiliates). The Interim Order also authorizes the mailing to Securityholders of the Management Proxy Circular (the "Circular") and related proxy materials in respect of the Special Meeting to be held at 11:30 am (Toronto time) on Thursday, December 13, 2018 at the offices of Fasken Martineau DuMoulin LLP, Suite 2400, Bay Adelaide Centre, 333 Bay Street, Toronto, Ontario, Canada. The Circular will be filed on SEDAR and the Company's investor relations website (www.symbilitysolutions.com/investors/).
THE ARRANGEMENT
At the Special Meeting, Securityholders will be asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") approving the Arrangement whereby the Purchaser will acquire, directly or indirectly, all of the issued and outstanding Symbility Shares (other than Symbility Shares already owned by the Purchaser and its affiliates) for cash consideration of $0.615 per Symbility Share (the "Symbility Share Consideration"). Each holder of options for the purchase of Symbility Shares ("Symbility Options") will be entitled to receive the "in-the-money" amount of each Symbility Option, less applicable withholdings. The Symbility Share Consideration represents a 20% premium to the 20-day volume weighted average trading price of Symbility Shares on the TSX Venture Exchange (the "TSXV") and a 26% premium to the closing price of the Symbility Shares on the TSXV, as of October 19, 2018, the last trading date prior to the date the Arrangement was announced. If the Arrangement is approved, the Arrangement will be carried out pursuant to the terms of an arrangement agreement between Symbility and the Purchaser dated October 22, 2018, as amended November 12, 2018 to clarify the mechanics relating to the disposition of the Symbility Options (collectively, the "Arrangement Agreement").
Securityholders are encouraged to read the Circular, which contains important information about the Arrangement.
BOARD RECOMMENDATION
Full details of the Arrangement are set out in the Circular. The Circular describes the Arrangement and includes certain additional information to assist Securityholders in considering how to vote on the proposed Arrangement Resolution, including certain risk factors relating to the completion of the Arrangement. Securityholders should carefully review and consider all of the information in the Circular. If Securityholders require assistance, they should consult their financial, legal, tax or other professional advisor.
The Arrangement is subject to customary closing conditions for a transaction of this nature, including Securityholder approval, court approval, TSXV approval and the receipt of certain third-party consents.
The Board of Directors of Symbility (the "Board"), after careful consideration of various factors including the unanimous recommendation of the strategic committee of independent directors of the Board, consultation with its financial and legal advisors, and the fairness opinion of Raymond James Ltd., has unanimously determined that the Arrangement is in the best interests of the Company and is fair to Securityholders (other than the Purchaser and its affiliates), and unanimously recommends that the Securityholders vote FOR the Arrangement. In making its recommendation, the Board considered a number of factors as described in the Circular under the heading "The Arrangement – Reasons for the Arrangement".
SECURITYHOLDER VOTING
To be effective, the Arrangement Resolution must be approved by: (i) not less than 66⅔% of the votes cast on the Arrangement Resolution by the Securityholders present in person or represented by proxy at the Special Meeting, with each Securityholder being entitled to one vote for each Symbility Share or Symbility Option held by such holder; (ii) not less than 66⅔% of the votes cast on the Arrangement Resolution by the holders of Symbility Shares (the "Shareholders") present in person or represented by proxy at the Special Meeting, with each Shareholder being entitled to one vote for each Symbility Share held by such Shareholder; and (iii) a majority of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Special Meeting excluding votes attached to Symbility Shares required to be excluded for majority of the minority approval at the Special Meeting pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
Registered Securityholders as of the close of business on November 5, 2018 will receive notice of and be entitled to vote at the Special Meeting. In certain circumstances, transferees of Shareholders of record may be permitted to vote.
Securityholders, including directors and officers of the Company and certain significant Shareholders, collectively holding approximately 41% of the outstanding Symbility Shares and approximately 63% of the outstanding Symbility Options, have entered into voting support agreements with the Purchaser pursuant to which they have agreed, subject to the terms and conditions therein, to vote their Symbility Shares and Symbility Options in favour of the Arrangement Resolution. Consequently, it is expected that the Arrangement Resolution will be approved.
If the Securityholders approve the Arrangement, it is currently anticipated that the Arrangement will be completed on or about December 18, 2018, subject to obtaining court approval, TSXV approval, as well as the satisfaction or waiver of other conditions contained in the Arrangement Agreement. However, it is not possible to state with certainty when or if the closing of the Arrangement will occur.
ABOUT SYMBILITY
Symbility believes in creating world-class experiences that simplify business and improve lives. With a history in modernizing insurance claims solutions for the property and health industries, Symbility has established itself as a partner that puts security, efficiency and customer experience first. Symbility PROPERTY™ brings smarter thinking to property insurance. Our strategic services team, Symbility INTERSECT™ empowers a variety of businesses with smarter mobile and IoT product development strategy, design thinking and engineering excellence. We push industries forward and prove that change for the better is entirely possible. For more information, please visit www.symbilitysolutions.com.
LEGAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" about the proposed Arrangement within the meaning of applicable Canada securities legislation. These forwarding-looking statements in this news release are related to, but are not limited to, matters with respect to the timing, completion, approval and results of the Arrangement. Forward-looking statements typically contain statements with words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "strive", "will", "may" and "should" and similar expressions.
There can be no assurance that the Arrangement will occur or that the anticipated benefits described in the Circular will be realized. The Arrangement is subject to shareholder and court approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The Arrangement could be modified, restricted or terminated.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Symbility's expectations only as of the date of this news release. Symbility disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
All trade names are the property of their respective owners.
SOURCE Symbility Solutions Inc.
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