VICTORIA, British Columbia, March 16, 2022 (GLOBE NEWSWIRE) -- Vigil Health Solutions Inc. (“Vigil” or the “Company”) (TSXV: VGL) announced today that at today’s special meeting of holders (the “Shareholders”) of common shares in the capital of Vigil (the “Common Shares”) and holders of options (the “Optionholders”) to acquire Common Shares, that Shareholders and Optionholders have approved the arrangement resolution (the “Arrangement Resolution”) under which ABLOY Canada Inc. (the “Purchaser”) will acquire 100% of Vigil’s issued and outstanding common shares by way of an arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). Under the Arrangement, each Shareholder will receive $0.67 for each share held (the “Meeting”). The total equity value of the transaction is approximately $12.55 million.
The Arrangement Resolution was approved by (i) 98.87% of the votes cast by Shareholders, (i) 98.98% of the votes cast by Shareholders and Optionholders, voting together as a single class, and (iii) 98.64% of the votes cast by Shareholders excluding for this purpose votes attached to Common Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions, meeting all requisite approval requirements.
Subject to receipt of the final order of the Supreme Court of British Columbia (the “Court”) approving the Arrangement, which is anticipated to be received on or around March 21, 2022, the transaction is expected to close on or around April 1, 2022, subject to the satisfaction or waiver of other conditions to closing, including receipt of the final approval of the TSX Venture Exchange (the “TSXV”). The Common Shares will thereafter be delisted from the TSXV.
About ASSA ABLOY
The ASSA ABLOY Group is the global leader in access solutions. The Group operates worldwide with 48,000 employees and sales of SEK 88 billion. The Group has leading positions in areas such as efficient door openings, trusted identities and entrance automation. ASSA ABLOY's innovations enable safe, secure and convenient access to physical and digital places. Every day, ASSA ABLOY help billions of people experience a more open world.
About Vigil
Vigil offers a proprietary technology platform combining software and hardware to provide comprehensive solutions to the expanding seniors’ housing market. Vigil has established a growing presence in North America and an international reputation for being on the leading edge of systems design and integration. Vigil’s objective is to offer solutions for the full continuum of care. Vigil’s product range includes the innovative wireless Vitality Care System™ featuring discreet 'mini pendants', a nurse call system, mobile fall and incontinence monitoring, resident check in and the award-winning Vigil Memory Care System. Learn more about the company at www.vigil.com.
Forward-Looking Statements
This news release contains forward-looking information within the meaning of applicable securities laws in Canada (collectively, "forward-looking statements"). The words "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "will", "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this news release include, but are not limited to, statements about: the acquisition of Vigil by the Purchaser in an all-cash transaction; the satisfaction or waiver of closing conditions, including the receipt of the final order of the Court and TSXV approvals; the expected timing of closing; and the delisting of the Common Shares from the TSXV.
With respect to the forward-looking statements contained in this news release, Vigil has made numerous assumptions regarding, among other things: the Purchaser’s ability to finance the transaction; and the ability of Vigil and the Purchaser to satisfy all of the closing conditions to complete the transaction. Readers are cautioned that the plans, intentions or expectations disclosed in any forward-looking statements and underlying assumptions may not be achieved and that they should not place undue reliance on any forward-looking statement. Actual results or events could differ materially from the plans, intentions, expectations, and assumptions expressed or implied in any forward-looking statements as a result of numerous risks, uncertainties and other factors, including those relating to: the possibility of not satisfying all of the closing conditions to complete the transaction; the possibility that all required regulatory approvals, including the final approval of the Court and TSXV are not received; competition from other healthcare technology companies; and economic and capital market conditions.
For a more thorough discussion of the risks associated with Vigil's business, see the "Risks and Uncertainties" section in Vigil's management’s discussion and analysis for the year ended March 31, 2021, filed with the securities regulators in Canada at www.sedar.com. Although the Company has attempted to identify important risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements, there may be other factors that cause actual results or events to differ from those expressed or implied in the forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and Vigil undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date hereof.
| For further information please contact: Troy Griffiths, President and CEO Tel: (250) 383-6900 Fax: (250) 383-6999 Email: information@vigil.com | Vigil Health Solutions Inc. 2102-4464 Markham Street Victoria, BC V8Z 7X8 Website: www.vigil.com |
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.
