공시 • Jan 03
UIL Limited (LSE:UTL), managed by ICM Limited entered into an arrangement agreement to acquire remaining 40.6% stake in Carebook Technologies Inc. (TSXV:CRBK) from Medtech Investment, L.P and others for CAD 4.2 million. UIL Limited (LSE:UTL), managed by ICM Limited entered into an arrangement agreement to acquire remaining 40.6% stake in Carebook Technologies Inc. (TSXV:CRBK) from Medtech Investment, L.P and others for CAD 4.2 million on January 2, 2025. UIL will acquire all of the common shares (the "Common Shares") in the capital of Carebook, other than those Common Shares already owned by UIL or its affiliates and associates, by way of a plan of arrangement (the "Arrangement"). Pursuant to the Arrangement, holders of Common Shares, other than those Common Shares already owned by UIL or its affiliates and associates, will receive CAD 0.10 per Common Share (the "Consideration"). The Consideration represents a premium of approximately 122%, to the closing price of the Common Shares of CAD 0.045 on the TSX Venture Exchange (the "TSXV") on January 2, 2025, the last trading day prior to the announcement of the Arrangement.
Completion of the Arrangement is subject to court approval and various closing conditions, including the approval of at least (i) two-thirds (66 2/3%) of the votes cast by shareholders present in person or represented by proxy at the special meeting of the shareholders to be called to approve the Arrangement (the "Special Meeting") (each holder of Common Shares being entitled to one vote per Common Share) and (ii) the approval of a simple majority of the holders of Common Shares present in person or represented by proxy at the Special Meeting, excluding the votes of UIL and its affiliates and associates and any other shareholders required to be excluded for purposes of the "minority approval" requirement under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") in the context of a "business combination" (the "Minority Shareholders"). Further details regarding applicable voting requirements will be contained in a management information circular to be filed on SEDAR+ at www.sedarplus.com and mailed to Carebook's shareholders in connection with the Special Meeting to approve the Arrangement. The signing of the Arrangement Agreement and the approval of the Arrangement followed the unanimous approval of the board of directors of the Company (the "Board") (with Alasdair Younie abstaining) following the unanimous recommendation of a committee of independent directors (the "Special Committee") of the Board. The Arrangement is expected to close in the first quarter of 2025, subject to the satisfaction of customary closing conditions. The Arrangement will be completed pursuant to a court-approved plan of arrangement under section 192 of the Canada Business Corporations Act and is subject to satisfaction of customary closing conditions for transactions of this nature, including court approval and the approval of the shareholders of Carebook, as further set out below. Immediately following the completion of the Arrangement, the Common Shares will be delisted from the TSXV and it is anticipated that the Company will make an application to cease to be a reporting issuer, following the approval of which, the Company will no longer be subject to the reporting requirements of applicable Canadian securities legislation.
BDO Canada LLP is acting as financial advisor and fairness opinion provider to the Special Committee, and Stikeman Elliott LLP is acting as legal advisor to the Special Committee and the Company. Norton Rose Fulbright Canada LLP is acting as legal advisor to UIL on the proposed transaction. 공시 • Nov 08
Carebook Technologies Inc. to Report Q3, 2024 Results on Nov 15, 2024 Carebook Technologies Inc. announced that they will report Q3, 2024 results Pre-Market on Nov 15, 2024 공시 • Aug 22
Carebook Technologies Inc. Provides Earnings Guidance for the Fiscal Year 2024 Carebook Technologies Inc. provided earnings guidance for the fiscal year 2024. For the period, the company continues to be positive for 2024 poised to achieve significant revenue growth. 공시 • Aug 15
Carebook Technologies Inc. to Report Q2, 2024 Results on Aug 21, 2024 Carebook Technologies Inc. announced that they will report Q2, 2024 results Pre-Market on Aug 21, 2024 공시 • May 11
Carebook Technologies Inc. to Report Q1, 2024 Results on May 15, 2024 Carebook Technologies Inc. announced that they will report Q1, 2024 results at 9:30 AM, US Eastern Standard Time on May 15, 2024 공시 • Apr 03
Carebook Technologies Inc. Provides Earnings Guidance for the Full Year 2024 Carebook Technologies Inc. provided earnings guidance for the full year 2024. The company's financial outlook continues to be positive for 2024. The company is poised to achieve significant revenue growth while effectively managing its costs and delivering sustained growth in cashflows. The company's strong organic growth and efficient cost management initiatives will allow the company to continue to successfully execute on its strategy. 공시 • Apr 02
Carebook Technologies Inc., Annual General Meeting, Jun 13, 2024 Carebook Technologies Inc., Annual General Meeting, Jun 13, 2024. 공시 • Mar 19
Carebook Technologies Inc. to Report Fiscal Year 2023 Results on Apr 01, 2024 Carebook Technologies Inc. announced that they will report fiscal year 2023 results at 9:30 AM, US Eastern Standard Time on Apr 01, 2024 공시 • Dec 12
Carebook Technologies Inc. announced that it has received CAD 2 million in funding from ICM Limited On December 11, 2023, Carebook Technologies Inc. closed the transaction. 공시 • Oct 24
Carebook Technologies Inc. to Report Q3, 2023 Results on Nov 10, 2023 Carebook Technologies Inc. announced that they will report Q3, 2023 results Pre-Market on Nov 10, 2023 공시 • Aug 23
Carebook Technologies Inc. Provides Earnings Guidance for the Year 2023 Carebook Technologies Inc. provided earnings guidance for the year 2023. For the period, the company expects financial outlook continues to be positive for 2023. The Company is poised to achieve significant revenue growth while effectively managing its costs and delivering sustained growth in cashflows. Carebook's strong organic growth and efficient cost management initiatives will allow the Company to continue to successfully execute on its strategy. Carebook is expecting to maintain strong performance in 2023 for the entire Company as a whole. 공시 • Aug 09
Carebook Technologies Inc. to Report Q2, 2023 Results on Aug 22, 2023 Carebook Technologies Inc. announced that they will report Q2, 2023 results Pre-Market on Aug 22, 2023 공시 • Jun 29
Carebook Technologies Inc. Announces Resignation of Mathieu Lampron as Chief Product Officer and Chief Operating Officer Carebook Technologies Inc. announced that Mathieu Lampron, Carebook's Chief Product Officer and Chief Operating Officer, has announced that after nearly 7 years with Carebook, he is leaving the Company effective June 23, 2023, to pursue another opportunity. It is currently anticipated that Mr. Lampron's former responsibilities will be assigned to existing Carebook team members and that the Company will not be seeking a replacement chief product officer or a replacement chief operating officer in the near future. 공시 • May 24
Carebook Technologies Inc. announced that it has received CAD 1.25 million in funding from ICM Limited On May 23, 2023, Carebook Technologies Inc. closed the transaction. The transaction has been conditionally approved by the TSX Venture Exchange (the "Exchange") and the listing of the Common Shares issued under the Transaction and the Common Shares issuable upon the exercise of the Warrants, as applicable. The Common Shares and the Warrants issued under the Transaction, as well as the Common Shares issuable upon exercise of the Warrants, are subject to a restricted period under applicable Canadian securities laws of four months and one day following the date hereof, ending on September 24, 2023. 공시 • May 17
Carebook Technologies Inc. announced that it expects to receive CAD 1.25 million in funding from ICM Limited Carebook Technologies Inc. announced a non-brokered private placement of up to 12,500,000 units at the price of CAD 0.10 per unit for gross proceeds of up to CAD 1,250,000 on May 15, 2023. Each Unit will consist of one common share and 0.015 common share purchase warrant. Each whole Warrant will entitle its holder to acquire, on payment of CAD 0.15 to the Company, one Common Share for a period ending on the second anniversary of the Closing Date. The transaction will include participation from returning investor UIL Limited, a fund managed by ICM Limited. The closing of the transaction is subject to certain conditions, including the approval of the TSX Venture Exchange and certain other conditions customary to a transaction of this nature. All securities issued pursuant to the transaction will be subject to a statutory four month and one day hold period from the Closing Date. The transaction is expected to close on May 17, 2023.