Solium Capital Inc. Announces Securityholder and Court Approval of Arrangement with Morgan Stanley
CALGARY, April 15, 2019 – 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.
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.
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.www.shareworks.com.
For further information: Solium Capital Inc., James Thomas, Chief Marketing Officer, 1.604.377.3977