BEVERLY, Mass. and TORONTO, Aug. 26, 2024 (GLOBE NEWSWIRE) -- Hamilton Thorne Ltd (TSX: HTL) (“Hamilton Thorne” or the “Company”), a leading provider of precision instruments, consumables, software, and services to the Assisted Reproductive Technologies (“ART”), research, and the cell biology space, today announced the mailing of its notice of meeting, management information circular (the "Circular"), form of proxy and letter of transmittal (collectively, the "Meeting Materials") to the shareholders of the Company (the "Shareholders") in connection with the special meeting of Shareholders to be held on September 17, 2024 (the "Special Meeting").
The Meeting Materials were mailed to Shareholders of record as of August 16, 2024. At the Special Meeting, Shareholders will be asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution"), approving a statutory plan of arrangement (the "Transaction") pursuant to the Business Corporations Act (Ontario) involving the Company and Cradle Acquisition ULC (the "Purchaser"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company (the "Shares" and each, a "Share"), other than certain Shares beneficially held by Daniel Thorne and FAX Capital Corp. (and related entities), for a price of C$2.25 per Share (the "Consideration").
Simultaneously with entering into the arrangement agreement (the “Arrangement Agreement”) regarding the Transaction with the Company, the Purchaser entered into a binding letter of intent (the “Acquisition LOI”), to acquire the complementary ART product portfolio of Cook Medical (“Cook ART”), a leading provider of IVF consumables for the ART space with a portfolio of trusted brands including ovum aspiration needles, catheters, pipettes, equipment, and other specialty products (the “Acquisition”) with the intention to combine the Cook ART and Hamilton Thorne operations concurrently with the closing of the Transaction.
The Special Meeting will be held virtually and commence at 9:00 a.m. (Toronto time) on September 17, 2024. Shareholders can access the Special Meeting at https://meetnow.global/MGDMWPT and logging in with your Control Number or Invite Code.
In order to be effective, the Arrangement Resolution requires the approval of (i) at least two-thirds (66 ⅔%) of the votes cast by Shareholders at the Special Meeting and (ii) a majority of the votes cast by the Shareholders at the Special Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a “business combination” in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions). Following the Special Meeting, Hamilton Thorne will announce the voting results of the Special Meeting.
For more details on the Transaction and the Special Meeting, including voting instructions for the Special Meeting, please see the Circular and other Meeting Materials which are available on SEDAR+ (www.sedarplus.ca) under Hamilton Thorne’s issuer profile.
Receipt of Interim Order
Hamilton Thorne also announced that the Ontario Superior Court of Justice (Commercial List) granted an interim order dated August 16, 2024, providing for the calling and holding of the Special Meeting and other procedural matters relating to the Transaction.
Completion of the Transaction remains subject to, among other things, (i) the approval of the Arrangement Resolution at the Special Meeting, (ii) the receipt of the final order of the Ontario Superior Court of Justice (Commercial List) for the Transaction, and (iii) the simultaneous completion of the Acquisition, subject to certain limited exceptions, and (iv) the receipt of all required regulatory approvals (the “Required Regulatory Approvals”) relating to the Transaction and the Acquisition.
Other Timing Updates
The Company is pleased to report that it has received merger control clearance from the relevant authority in Germany and that all applicable merger control and other regulatory filings in respect of the Required Regulatory Approvals have now been submitted and, unless there is further inquiry from the applicable regulators, the Required Regulatory Approvals are expected to be received following the applicable waiting or review periods. Accordingly, the Company now anticipates that the signing of the definitive agreement (to supersede the Acquisition LOI) will occur in mid to late September with the closing of the Transaction and Acquisition still expected in the fourth quarter of 2024. For more information on the Required Regulatory Approvals, please refer to the Circular and the Arrangement Agreement, which are available on SEDAR+ (www.sedarplus.ca) under Hamilton Thorne’s issuer profile.
In connection with the closing of the Transaction, the Shares will be delisted from the TSX and the Company will apply to cease to be a reporting issuer in each of the applicable jurisdictions in Canada.
About Hamilton Thorne
Hamilton Thorne is a leading global provider of precision instruments, consumables, software and services that reduce cost, increase productivity, improve results and enable breakthroughs in Assisted Reproductive Technologies (ART), research, and the cell biology space. Hamilton Thorne markets its products and services under the Hamilton Thorne, Gynemed, Planer, IVFtech, Embryotech Laboratories, Tek-Event, Microptic, and Gynetics brands, through its growing sales force and distributors worldwide. Hamilton Thorne customer base consists of fertility clinics, university research centers, animal breeding facilities, pharmaceutical companies, biotechnology companies, and other commercial and academic research establishments.
For more information about Hamilton Thorne: https://www.hamiltonthorne.ltd/
About Astorg
Astorg is a leading pan-European private equity firm with over €22 billion of assets under management and an extensive track record in global healthcare investments. Astorg works with entrepreneurs and management teams to acquire market leading global companies headquartered in Europe or the US, providing them with the strategic guidance, governance and capital they need to achieve their growth goals. Enjoying a distinct entrepreneurial culture, a long-term shareholder perspective and a lean decision-making body, Astorg has valuable industry expertise in healthcare, software, technology, business services and technology-based industrial companies. Headquartered in Luxembourg, Astorg has offices in London, Paris, New York, Frankfurt, and Milan.
For more information about Astorg: https://www.astorg.com/. Follow Astorg on LinkedIn.
Forward-Looking Statements
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information or statements (“FLS”) are provided for the purpose of providing information about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such FLS may be identified by words such as “proposed”, “expects”, “intends”, “may”, “will”, and similar expressions. FLS contained or referred to in this press release includes, but is not limited to, statements regarding the proposed timing and various steps contemplated in respect of the Transaction or the Acquisition, including the Required Regulatory Approvals, the holding of and approval by the Shareholders of the Arrangement Resolution at the Special Meeting and the results of the completion of the Transaction, the combination of the Cook ART and Hamilton Thorne operations, the resulting ART / IVF business, and resulting benefits to customers, future innovation and growth potential, and the likelihood that the Transaction and the Acquisition will be consummated.
FLS is based on a number of factors and assumptions which have been used to develop such statements and information, but which may prove to be incorrect. Although the Company believes that the expectations reflected in such FLS is reasonable, undue reliance should not be placed on FLS because the Company can give no assurance that such expectations will prove to be correct. Factors that could cause actual results to differ materially from those described in such FLS include, without limitation, the following factors, many of which are beyond the Company’s control and the effects of which can be difficult to predict: (a) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder, court and the Required Regulatory Approvals and other conditions of closing necessary to complete the Transaction or for other reasons; (b) risks related to the nature of the Acquisition LOI, including the failure to enter into the definitive agreement governing the Acquisition; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction or the Acquisition; (d) risks relating to the abilities of the parties to satisfy conditions precedent to the Transaction and the Acquisition; (e) a third party superior proposal materializing prior to the completion of the Transaction; (f) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transaction and the Acquisition, including changes in economic conditions, interest rates or tax rates; (g) risks related to the Company resulting from the combination of the Company and the Cook ART operations in retaining existing customers and attracting new customers, retaining key personnel, executing on growth strategies, advancing its product line and protecting its intellectual property rights and proprietary information; (h) changes and trends in the Company’s industry and the global economy; and (i) the identified risk factors included in the Company’s public disclosure, including the annual information form dated March 27, 2024, which is available on SEDAR+ at www.sedarplus.ca. If any of these risks or uncertainties materialize, or if the assumptions underlying the FLS prove incorrect, actual results or future events might vary materially from those anticipated in the FLS. Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in FLS, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such FLS. The FLS in this press release reflect the current expectations, assumptions, judgements and/or beliefs of the Company based on information currently available to the Company, and are subject to change without notice.
Any FLS speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any FLS, whether as a result of new information, future events or results or otherwise, except as required under applicable securities laws. The FLS contained in this press release are expressly qualified by this cautionary statement. For more information on the Company, please review the Company's continuous disclosure filings that are available at www.sedarplus.ca.
No securities regulatory authority has either approved or disapproved of the contents of this news release. The TSX accepts no responsibility for the adequacy or accuracy of this release.
For more information, investors and analysts please contact:
Kate Torchilin, David Wolf
Hamilton Thorne Ltd.
978-921-2050
IR@HamiltonThorne.ltd
Glen Akselrod
Bristol Investor Relations
905-326-1888
glen@bristolir.com
For more information, press please contact:
Hamilton Thorne
Aiden Woglom, Anne Hart
Prosek Partners
Pro-HamiltonThorne@prosek.com
Astorg
Samia Hadj
Shadj@Astorg.com
Prosek Partners
Pro-Astorg@prosek.com
