- TSO3 reminds shareholders to vote in favor of the proposed transaction with Stryker, as unanimously recommended by the board of directors of TSO3.
- ISS and Glass Lewis, two independent leading proxy advisory firms, recommend that TSO3 shareholders vote FOR the proposed transaction.
- Shareholders who have acquired shares of TSO3 after the record date of August 21, 2019 should know that the voting rights attached to such shares may have already been exercised by the previous shareholder.
- No acquisition proposal or superior proposal has been received since the announcement of the transaction.
- If shareholders do not approve the proposed transaction, after paying its own transaction costs and an expense fee to Stryker, TSO3 expects that a breach under its existing financing agreements will be accelerated and it will have to consider restructuring alternatives, which may have significantly adverse consequences to shareholders compared to the proposed transaction.
QUÉBEC CITY and MYRTLE BEACH, SC, Sept. 12, 2019 /PRNewswire/ - TSO3 Inc. ("TSO3" or the "Company") (TSX: TOS) wishes to reiterate that shareholders should vote in favor of the proposed plan of arrangement (the "Arrangement") involving the Company, Stryker Corporation ("Stryker") and 9402-4874 Québec Inc. (the "Purchaser"), a subsidiary of Stryker, for the acquisition by the Purchaser of all of the issued and outstanding shares of the Company, as previously announced on August 12, 2019.
A special meeting of shareholders (the "Special Meeting") will be held on September 23, 2019 to approve the Arrangement. Shareholders of record at the close of business on August 21, 2019 (the "Record Date") are entitled to vote at the Special Meeting in accordance with the voting rights corresponding to their shares.
The Company reminds shareholders who have acquired shares of the Company after the Record Date that the voting rights attached to such shares may have already been exercised by the previous shareholder.
For the various reasons and factors set forth in the management information circular (the "Circular") mailed to shareholders and filed under the Company's profile on SEDAR at www.sedar.com, the board of directors of the Company has unanimously determined that the Arrangement is in the best interests of the Company, is fair to shareholders and represents the best outcome of reasonably available alternatives, and therefore unanimously recommends that shareholders vote FOR the Arrangement. ISS and Glass Lewis, both independent leading proxy advisory firms, have also recommended that TSO3 shareholders vote FOR the Arrangement.
Since the announcement of the Arrangement, the Company has not received any indication of interest with respect to an acquisition proposal or a superior proposal, and the Company has no reason to believe that it will receive any such indication of interest prior to the Special Meeting.
In the event that the Arrangement is not completed as a result of the shareholders of the Company not approving the Arrangement at the Special Meeting, the Company would be required to pay, in addition to its own transaction costs and expenses incurred in connection with the Arrangement, an expense fee of CAD$1,367,000 to Stryker, which is expected to accelerate the circumstances under which the Company will breach the USD$5.0 million minimum cash liquidity covenant under its existing financing agreements with its principal lender. Such breach would accelerate the repayment of all principal and interests outstanding thereunder and in such circumstances the Company would as a result not be able to continue operating as it is presently operating. The Company would then be obliged to consider restructuring alternatives, which may have significantly adverse consequences to shareholders compared to the proposed transaction.
Shareholder Questions and Assistance
The Company has retained Shorecrest Group Inc. to act as its proxy solicitation agent and to answer information requests from shareholders. Communications with Shorecrest Group Inc. may be made (i) by e-mail at [email protected] or (ii) by phone at toll free in North America at 1-888-637-5789 or at 647-931-7454.
Founded in 1998, TSO3's activities encompass the sale, production, maintenance, research, development and licensing of sterilization processes, related consumable supplies and accessories for heat-sensitive medical devices. The Company designs products for sterile processing areas in the hospital environment that offer an advantageous replacement solution to other low temperature sterilization processes currently used in hospitals. TSO3 also offers services related to the maintenance of sterilization equipment and compatibility testing of medical devices with such processes.
For more information about TSO3, visit the Company's website at www.tso3.com.
Forward looking statements
Certain statements set forth in this press release may constitute "forward-looking statements" within the meaning of applicable securities laws, including, but not limited to, statements with respect to the timing, outcome and completion of the proposed transaction with the Purchaser and Stryker, the anticipated timing of the Special Meeting and the effects of a failure to complete the proposed transaction. There can be no assurance that the proposed transaction will be completed, or that it will be completed on the terms and conditions contemplated in this press release. The proposed transaction could be modified or terminated. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Each forward-looking statement contained in this press release is subject to known and unknown risks and uncertainties and other unknown factors that could cause actual results to differ materially from historical results and those expressed or implied by such statement. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes", "belief", "expects", "intends", "anticipates", "will", "would" or "plans" to be uncertain and forward-looking. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Risks and uncertainties inherent in the nature of the proposed transaction include, without limitation, the failure of the parties to obtain the necessary shareholder and court approvals or to otherwise satisfy the conditions to the completion of the transaction; failure of the parties to obtain such approvals or satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the occurrence of events that may give rise to a right of one or both of the Company and Stryker to terminate the arrangement agreement; the failure to realize the expected benefits of the transaction; and general economic conditions. Failure to obtain the necessary shareholder and court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. In addition, if the transaction is not completed, and the Company continues as an independent entity, there are risks that the announcement of the proposed transaction and the dedication of substantial resources of the Company to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have an adverse effect on the Company's current and future operations, financial condition and prospects. Furthermore, the failure of the Company to comply with the terms of the arrangement agreement may, in certain circumstances, result in it being required to pay a fee to Stryker, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on other factors that could affect the operations or financial results of TSO3, which could in turn also impact the completion of transaction, are described in the Circular and the reports filed from time to time by TSO3 with securities authorities in Canada. Investors are encouraged to read the Circular and TSO3's filings available on its website at https://www.tso3.com/ and on SEDAR at www.sedar.com, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this press release, and TSO3 undertakes no obligation to update or revise any of these statements, whether as a result of new information, future events or otherwise, except as required by law.
SOURCE TSO3 Inc.