IBEX Files Management Proxy Circular for Sale of the Company at $1.45 Per Share
2024年2月24日 - 5:10AM
IBEX Technologies Inc. (“
IBEX” or
the “
Company”) (TSX Venture: IBT) announces
that it has filed a management proxy circular and related documents
on SEDAR+ for an annual and special meeting of shareholders to be
held in Montreal, Québec on April 3, 2024. At the meeting,
IBEX shareholders will consider the previously-announced proposed
amalgamation (the “
Amalgamation”) of IBEX and
15720273 Canada Inc. (the “
Purchaser”),
a newly-incorporated, wholly-owned subsidiary of BBI Solutions
OEM Limited (“
BBI”), whereby BBI will acquire all
of the issued and outstanding shares of IBEX at a price of $1.45
per share in cash. The total consideration for the sale of IBEX is
approximately $37.9 million.
The transaction is subject to IBEX shareholders
approving the Amalgamation by a vote of at least two-thirds of the
votes cast by shareholders present in person at the meeting or
represented by proxy and entitled to vote. As previously announced,
all of IBEX’s directors and senior officers and IBEX’s two largest
shareholders have entered into Support and Voting Agreements with
the Purchaser under which they have each agreed irrevocably to
support and vote their shares in favour of the Amalgamation. These
shareholders hold an aggregate of 47.15% of IBEX’s outstanding
shares.
Unanimous Board
Recommendation
The Board of Directors of IBEX unanimously
recommends that shareholders vote for the special resolution
approving the Amalgamation. Shareholders are urged to read the
management proxy circular in its entirety. The circular is
available on IBEX’s website at www.ibex.ca and under IBEX’s profile
on SEDAR+ at www.sedarplus.ca.
IBEX encourages all shareholders to vote by
proxy prior to the meeting. Shareholders are eligible to vote their
IBEX shares if they were an IBEX shareholder of record at the close
of business on February 22, 2024. All proxy forms should be
submitted well in advance of 5:00 p.m. (eastern time) on
April 1, 2024.
Advisors
Fasken Martineau DuMoulin LLP is acting as
legal counsel to IBEX in connection with the Amalgamation.
Fort Capital Partners provided a fairness
opinion to the Board of Directors of IBEX in connection with the
Amalgamation.
Laurel Hill Advisory Group has been retained as
IBEX’s proxy solicitation agent and shareholder communications
advisor.
About IBEX
IBEX manufactures and markets enzymes for
biomedical use through its wholly-owned subsidiary IBEX
Pharmaceuticals Inc. (Montréal, QC).
For more information, please visit the Company’s
website at www.ibex.ca.
About BBI
BBI is an international provider of immunoassay
products and services to the global diagnostics and life sciences
industries. The company offers high-performance recombinant and
native reagents across the entire immunodiagnostic workflow,
including antigens, antibodies, enzymes and complementary reagents.
It also offers a one-stop service for lateral flow assay
development and lateral flow point of care manufacturing. Our core
purpose is serving the science of diagnostics and in doing so we
supply the majority of the main IVD players globally.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Safe Harbor Statement
All of the statements contained in this news
release, other than statements of fact that are independently
verifiable at the date hereof, are forward-looking statements. Such
statements, as they are based on the current assessment or
expectations of management, inherently involve numerous risks and
uncertainties, known and unknown. Some examples of known risks are:
the impact of general economic conditions, general conditions in
the pharmaceutical industry, changes in the regulatory environment
in the jurisdictions in which IBEX does business, stock market
volatility, fluctuations in costs, and changes to the competitive
environment due to consolidation or otherwise. Consequently, actual
future results may differ materially from the anticipated results
expressed in the forward-looking statements. In particular,
completion of the proposed Amalgamation is subject to numerous
conditions, termination rights and other risks and uncertainties,
including the ability of IBEX to satisfy closing conditions for the
Amalgamation, which includes shareholder approval. Accordingly,
there can be no assurance that the proposed Amalgamation will
occur, or that it will occur on the timetable or on the terms and
conditions contemplated. IBEX disclaims any intention or obligation
to update these statements, except if required by applicable
laws.
Contact:
Paul Baehr, Chairman, President & CEOIBEX
Technologies Inc. 514-344-4004 x 143
Shareholder Questions and
Assistance
Shareholders who have questions relating to the
Amalgamation may also contact IBEX’s proxy solicitation agent and
shareholder communications advisor:
Laurel Hill Advisory Group Toll free:
1-877-452-7184 (+1-416-304-0211 outside North America) Email:
assistance@laurelhill.com
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