Announcement • 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. 
