MONTREAL, Jan. 21, 2014 /CNW Telbec/ – Atrium Innovations Inc. (TSX:ATB & ATB.DB) (“Atrium” or the “Corporation”), a globally recognized leader in the development, manufacturing and commercialization of innovative, science-based natural health products, announced today that its shareholders and convertible debentureholders (together the “Securityholders”) have approved the resolution authorizing the previously announced plan of arrangement (the “Arrangement”) providing for the acquisition of all the outstanding Atrium shares for cash consideration of $24.00 per common share by corporations backed by the Permira funds and the acquisition by the Corporation of all of its outstanding convertible debentures. Pursuant to the Arrangement, Atrium’s senior management will be rolling over up to approximately $8 million of equity investment in the Corporation.
The Arrangement resolution required the approval of 66 2/3% of the votes cast by shareholders of Atrium and of a simple majority of the votes cast by shareholders of Atrium other than Fonds de solidarité des travailleurs du Québec (F.T.Q.), Caisse de dépôt et placement du Québec and senior management (collectively, the “Interested Shareholders”), in each case present in person or represented by proxy at the special meeting of Securityholders (the “Special Meeting”).
The approval of the Atrium convertible debentureholders was also sought at the Special Meeting to allow the convertible debentureholders to participate in the Arrangement. The participation in the Arrangement of the Atrium convertible debentureholders required the affirmative vote of 66 2/3% of the principal amount of convertible debentures held by the convertible debentureholders present in person or represented by proxy at the Special Meeting.
The Arrangement resolution was approved by 98.9% of the votes cast by shareholders of Atrium present or represented by proxy at the Special Meeting (including 98.4% of the votes cast by shareholders of Atrium other than the Interested Shareholders) and by 99.9% of the votes cast by convertible debentureholders of Atrium present or represented by proxy at the Special Meeting.
The Arrangement is also subject to approval by the Superior Court of Québec (Commercial Division) at a final hearing which has been scheduled to be held on January 27, 2014, at the Montréal Courthouse, in Montréal, Québec at 9:00 a.m. (Montréal time) or as soon thereafter as counsel may be heard. It is anticipated that the Arrangement will be completed in February 2014, subject to, without limitation, court approval as set forth above, obtaining required regulatory approvals and the satisfaction or waiver of the other conditions precedent.