お知らせ • Jan 16
CloudMD Software & Services Inc. (TSXV:DOC) completed the acquisition of MindBeacon Holdings Inc. (TSX:MBCN) from a group of shareholders.
CloudMD Software & Services Inc. (TSXV:DOC) entered into a definitive arrangement agreement to acquire MindBeacon Holdings Inc. (TSX:MBCN) from a group of shareholders for approximately CAD 120 million on November 14, 2021. CloudMD will acquire 100% of the issued and outstanding common shares of MindBeacon, including its cash on hand of CAD 53.9 million as of September 30, 2021. Under the terms of the arrangement agreement, MindBeacon shareholders will receive 2.285 common shares of CloudMD and CAD 1.22 of cash for each common share of MindBeacon representing total consideration per share of approximately CAD 4.78 and implied purchase price is approximately CAD 116 million. The total transaction consideration is comprised of approximately CAD 29.5 million in cash and 55.5 million common shares of CloudMD. The offer price represents a premium of 49% to MindBeacon’s 7-day VWAP as of November 12, 2021. On completion of the transaction, shareholders of MindBeacon will hold approximately 18.8% of pro forma CloudMD. CloudMD expects the cash consideration to be paid for with cash on hand. CAD 4.1 million termination fee payable to CloudMD under certain circumstances.
The transaction will be carried out by way of a court-approved plan of arrangement under the Canada Business Corporations Act. Completion of the transaction is subject to a number of customary conditions, including approval by at least two-thirds of the votes cast at a special meeting of MindBeacon shareholders, the Interim Order and the Final Order have each been obtained, TSX Venture Exchange approval, MindBeacon shareholders will not have exercised dissent rights, or have instituted proceedings to exercise dissent rights, in connection with the arrangement (other than shareholders representing not more than 5% of the common shares then outstanding). The transaction is not subject to any financing condition. The transaction has been unanimously approved by the Boards of Directors of both CloudMD and MindBeacon. The Board of Directors of MindBeacon, following the recommendation of the Special Committee has determined that the arrangement is fair and in the best interests of shareholders and resolved to recommend that the shareholders vote in favor of the arrangement. As of January 10, 2022, MindBeacon Holdings's shareholders have approved the transaction. As of January 12, 2022, MindBeacon Holdings Inc. has obtained a final order from the Ontario Superior Court of Justice (Commercial List) approving the plan of arrangement. The directors, officers and certain shareholders of MindBeacon including Green Shield Canada Inc, collectively holding approximately 28% of its issued and outstanding common shares, entered into voting support agreements under which they have agreed to support and vote in favor of the transaction. MindBeacon formed a special Board committee in relation to the proposal to effect the transactions contemplated by this agreement. As of December 16, 2021, The Board of Directors of MindBeacon unanimously recommends the shareholders to vote in favor of the transaction and the shareholders meeting will be held on January 10, 2022. The transaction is expected close in first quarter of 2022. As of January 10, 2022, the transaction will be completed on or about January 14, 2022. Echelon Capital Markets is acting as financial advisor while Frank Arnone, Lindsay Clements, Alexander Pizale, George A. Wowk, Corinne Grigoriu, Stephanie Voudouris, Davit Akman, Alex Slota, and Eni Silva of Cassels Brock & Blackwell LLP is acting as a legal advisor to CloudMD. TD Securities Inc. acted as a financial advisor to MindBeacon and has provided a fairness opinion to the Board of Directors of MindBeacon, and Credit Suisse is acting as a strategic advisor to MindBeacon. Shahir Guindi, David Davachi, Susan Newell, and Alex Gorka of Osler, Hoskin & Harcourt LLP acted as legal advisors to MindBeacon. Endeavor Trust Company acted as depositary to CloudMD. Kingsdale Advisors acted proxy solicitor and TSX Trust Company acted as transfer agent to MindBeacon.
CloudMD Software & Services Inc. (TSXV:DOC) completed the acquisition of MindBeacon Holdings Inc. (TSX:MBCN) from a group of shareholders on January 14, 2022. In connection with closing of the Arrangement, CloudMD expanded its management team to include John Plunkett (MindBeacon’s former Chief Financial Officer) as Executive Vice President, Transformation and Strategic Planning and Adam Kelly (MindBeacon’s former President and Chief Commercial Officer) as Chief Commercial Officer, with both positions reporting to Karen Adams. CloudMD intends to cause MindBeacon to delist its common shares from the Toronto Stock Exchange, to submit an application for it to cease to be a reporting issuer, and to otherwise terminate its public company reporting requirements as soon as possible thereafter.