TORONTO, ON, Sept. 21, 2023 (GLOBE NEWSWIRE) -- MCI Onehealth Technologies Inc. (“MCI” or the "Company") (TSX: DRDR) is pleased to announce the voting results from its annual general and special meeting (the “Meeting”) of the shareholders of the Company held on September 21, 2023. Shareholders representing 97.72% of MCI’s outstanding shares attended the Meeting in person or were represented by proxy.
All matters of business set out in the Company’s management information circular dated August 21, 2023 (the “Circular”) were passed at the Meeting, including:
- Fixing the number of directors at five and electing management’s five nominees.
- Re-appointing BDO Canada LLP as auditor of the Company.
- Ratifying and approving the Company’s equity incentive plan and the rolling 10% cap on the number of Class A Subordinate Voting Shares of the Company that may be allocated to equity incentive grants under the plan (the “Equity Incentive Plan Resolution”).
- Authorizing the board of directors to amend the options for Class A Subordinate Voting Shares held by Alexander Dobranowski and Scott Nirenberski, the CEO and CFO of the Company, to reduce their exercise prices and increase their term beyond their original expiry dates (the “Option Amendment Resolution”).
- Authorizing the Company to participate in a strategic transaction (the “Transaction”) with WELL Health Technologies Corp. (“WELL”), as described in greater detail in the Company’s press release dated July 20, 2023, (the "Transaction Approval Resolution") and authorizing the creation of WELL as a new control person of the Company upon completion of the Transaction (the “Change of Control Resolution”).
- Authorizing a consolidation of the Company's Class A Subordinate Voting Shares and Class B Multiple Voting Shares (the “Share Consolidation Resolution”).
- Authorizing the Company to file articles of amendment to amend the share terms applicable to its Class B Multiple Voting Shares to facilitate completion of the Transaction (the “Class B Multiple Voting Share Terms Resolution”).
- Authorizing a change to the Company’s name from “MCI Onehealth Technologies Inc.” to a name to be determined by the board of directors (the “Name Change Resolution”).
- Authorizing Dr. Sven Grail and Dr. George Christodoulou, each a control person of the Company, and their permitted transferees under Section 3.2 of Ontario Security Commission Rule 56-501 to grant a call option in respect of the Transaction and to make one or more distributions of their respective Class A Subordinate Voting Shares pursuant to applicable prospectus exemptions (the “Control Person Distribution Resolution”).
Additional details on the voting results are set out below. For more information on the resolutions and the business of the Meeting, readers should refer to the Circular, a copy of which is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Election of Directors
369,257,600 votes, or approximately 100% of the votes cast at the Meeting, were cast in favour of the fixing the number of directors of the Company at five.
The details of the proxy voting for the election of the five director nominees are set out below:
| Nominee | Votes For | % For | Votes Withheld | % Withheld | ||
| Dr. Alexander Dobranowski | 369,250,243 | 99.99 | % | 8,607 | 0.002 | % |
| Kingsley Ward | 368,163,113 | 99.70 | % | 1,095,737 | 0.297 | % |
| Anthony Lacavera | 368,163,113 | 99.70 | % | 1,095,737 | 0.297 | % |
| Bashar Al-Rehany | 368,163,113 | 99.70 | % | 1,095,737 | 0.297 | % |
| Dr. Robert Francis | 368,163,113 | 99.70 | % | 1,095,737 | 0.297 | % |
The Company confirms that Dr. Grail and Dr. Christodoulou, the former Co-Chairs of the Company, did not stand for re-election at the Meeting this year. MCI would like to sincerely extend its gratitude to Dr. Grail and Dr. Christodoulou for their many valuable contributions to the Company during their tenure as directors, founders and Co-Chairs, and wish them great success in their future endeavours.
Ratification of Equity Incentive Plan
368,160,068 votes, or approximately 99.70% of the votes cast at the Meeting, were cast in favour of the Equity Incentive Plan Resolution.
Option Amendments
348,113,908 votes, or approximately 99.67% of the votes cast at the Meeting, were cast in favour of the Option Amendment Resolution, after excluding 20,003,160 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Alexander Dobranowski and Mr. Scott Nirenberski, each of whom has an interest in the options to be amended
The implementation of the option amendments remains subject to the discretion of the Board, who may decide to postpone or altogether forgo these actions in their sole discretion.
Strategic Transaction Approvals
369,256,300 votes, or approximately 99.99% of the votes cast at the Meeting, were cast in favour of the Transaction Approval Resolution.
54,596,860 votes, or approximately 99.99% of the votes cast at the Meeting, were cast in favour of the Change of Control Resolution, after excluding 314,659,440 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou.
While the Transaction has been approved by the Shareholders of the Company and the Company continues to work diligently with its representatives, counterparties and stakeholders to satisfy the conditions to closing the Transaction, there can be no assurance at this time that the Transaction will be completed on the terms, conditions or timelines that have been proposed or at all. Trading in the Company’s securities in anticipation of completion of the Transaction should be considered highly speculative. The Company will provide further updates on the status of the Transaction in due course.
Name Change and Amendments to Class B Multiple Voting Shares
369,256,393 votes, or approximately 99.99% of the votes cast at the Meeting, were cast in favour of approving the Name Change Resolution.
54,594,258 votes or, approximately 99.99% of the votes cast at the Meeting, were cast in favour of the Class B Multiple Voting Share Terms Resolution, after excluding 314,659,440 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou. This resolution required approval on a class-by-class basis, with each class of shareholder voting separately. The votes cast in favour of the Class B Multiple Voting Share Terms Resolution consisted of 12,594,264 votes of Class A Subordinate Voting Shares, representing 99.96% of the votes cast by holders of Class A Subordinate Voting Shares at the Meeting, after excluding 32,659,434 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou, and 41,999,994 votes of Class B Multiple Voting Shares, representing 100% of the votes cast by the holders of Class B Multiple Voting Shares at the Meeting, after excluding 282,000,006 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou.
The implementation of the name change and the amendment to the share terms of the Company remain subject to the discretion of the Board, who may decide to postpone or altogether forgo these actions in their sole discretion.
Share Consolidation
369,254,905 votes, or approximately 99.99% of the votes cast at the Meeting, were cast in favour of approving the Share Consolidation Resolution.
The implementation of the share consolidation remains subject to the discretion of the Board, who may decide to postpone or altogether forgo these actions in their sole discretion. At this time, the Company does not anticipate completing the share consolidation in advance of completion of the Transaction. An update on the status of the share consolidation, if any, will be provided by the Company in due course.
Control Person Distribution Resolution
54,594,258 votes, or approximately 99.99% of the votes cast at the Meeting, were cast in favour of the Control Person Distribution Resolution, after excluding 314,659,440 votes associated with shares of the Company held or controlled, directly or indirectly, by Dr. Grail and Dr. Christodoulou.
About MCI
MCI is a healthcare technology company focused on empowering patients and doctors with advanced technologies and data-driven clinical insights to increase access, improve quality, and reduce healthcare costs. Led by a proven management team of doctors and experienced executives, MCI remains focused on executing a strategy centered around acquiring technology and health services that complement the company’s current roadmap. For more information, visit mcionehealth.com.
For media enquiries please contact:
Nolan Reeds | nolan@mcionehealth.com
Forward Looking Statements
Certain statements in this press release, constitute “forward-looking information” and "forward looking statements" (collectively, "forward looking statements") within the meaning of applicable Canadian securities laws and are based on assumptions, expectations, estimates and projections as of the date of this press release. Forward-looking statements include statements with respect to the implementation of the matters of business passed at the Meeting and management's discretion to proceed with such matters, including the anticipated completion of the Transaction and its various elements and the terms on which the Transaction will be completed. The words "implement", "remains", decide", "postpone", "forgo", "anticipate", "complete", "increase", "reduce", "beyond", "amend", "facilitate", "determine", "to make", “subject to” or variations of such words and phrases or statements that certain future conditions, actions, events or results “will”, “may”, “could”, “would”, “should”, “might” or “can”, or negative versions thereof, “occur”, “continue” or “be achieved”, and other similar expressions, identify forward-looking statements. Forward-looking statements are necessarily based upon management’s perceptions of historical trends, current conditions and expected future developments, as well as a number of specific factors and assumptions that, while considered reasonable by MCI as of the date of such statements, are outside of MCI's control and are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in the forward-looking statements ultimately being entirely or partially incorrect or untrue. Forward looking statements contained in this press release are based on various assumptions, including, but not limited to, the following: MCI’s ability to satisfy any conditions precedent and complete the Transaction; MCI’s ability to obtain the necessary Toronto Stock Exchange and regulatory approvals required for the completion of the Transaction; MCI’s ability to complete the Transaction or to complete it on the terms described above; MCI’s ability to maintain its relationships and to successfully integrate its business with WELL; MCI's ability to amend the options for Class A Subordinate Voting Shares held by certain insiders of the Company; MCI's ability to implement a consolidation of the Company's Class A Subordinate Voting Shares and Class B Multiple Voting Shares; MCI's ability to file articles of amendment to amend the terms applicable to its Class B Multiple Voting Shares; MCI's ability to effect a name change of the Company; the ability of certain control persons of the Company to grant a call option in respect of the Transaction and to make one or more distributions of their respective Class A Subordinate Voting Shares; the availability of working capital and sources of liquidity; MCI’s ability to continue to operate as a going concern; MCI’s ability to achieve its growth and revenue strategies; the demand for MCI's products and fluctuations in future revenues; the availability of future business ventures, commercial arrangements and acquisition targets or opportunities and MCI’s ability to consummate them and to effectively integrate future acquisition targets into its platform; the effects of competition in the industry; the requirement for increasingly innovative product solutions and service offerings; trends in customer growth; the stability of general economic and market conditions; currency exchange rates and interest rates; MCI's ability to comply with applicable laws and regulations; MCI's continued compliance with third party intellectual property rights; and that the risk factors noted below, collectively, do not have a material impact on MCI's business, operations, revenues and/or results. By their nature, forward-looking statements are subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct, and that objectives, strategic goals and priorities will not be achieved.
Known and unknown risk factors, many of which are beyond the control of MCI, could cause the actual results of MCI to differ materially from the results, performance, achievements or developments expressed or implied by such forward-looking statements. Such risk factors include but are not limited to those factors which are discussed under the section entitled “Risk Factors” in MCI's annual information form dated March 31, 2023, which is available under MCI's SEDAR+ profile at www.sedarplus.ca. The risk factors are not intended to represent a complete list of the factors that could affect MCI and the reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements are provided for the purpose of providing information about management’s expectations and plans relating to the future. MCI disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. All of the forward-looking statements contained in this press release are qualified by these cautionary statements.
