Symbility Announces Receipt of Interim Court Order, Special Meeting of Securityholders and Filing of Management Proxy Circular for Proposed Acquisition by CoreLogic
THE ARRANGEMENT
At the Special Meeting, Securityholders will be asked to consider and, if deemed advisable, pass a special resolution (the "Arrangement Resolution") approving the Arrangement whereby the Purchaser will acquire, directly or indirectly, all of the issued and outstanding Symbility Shares (other than Symbility Shares already owned by the Purchaser and its affiliates) for cash consideration of
Securityholders are encouraged to read the Circular, which contains important information about the Arrangement.
BOARD RECOMMENDATION
Full details of the Arrangement are set out in the Circular. The Circular describes the Arrangement and includes certain additional information to assist Securityholders in considering how to vote on the proposed Arrangement Resolution, including certain risk factors relating to the completion of the Arrangement. Securityholders should carefully review and consider all of the information in the Circular. If Securityholders require assistance, they should consult their financial, legal, tax or other professional advisor.
The Arrangement is subject to customary closing conditions for a transaction of this nature, including Securityholder approval, court approval, TSXV approval and the receipt of certain third-party consents.
The Board of Directors of Symbility (the "Board"), after careful consideration of various factors including the unanimous recommendation of the strategic committee of independent directors of the Board, consultation with its financial and legal advisors, and the fairness opinion of
SECURITYHOLDER VOTING
To be effective, the Arrangement Resolution must be approved by: (i) not less than 66⅔% of the votes cast on the Arrangement Resolution by the Securityholders present in person or represented by proxy at the Special Meeting, with each Securityholder being entitled to one vote for each Symbility Share or Symbility Option held by such holder; (ii) not less than 66⅔% of the votes cast on the Arrangement Resolution by the holders of Symbility Shares (the "Shareholders") present in person or represented by proxy at the Special Meeting, with each Shareholder being entitled to one vote for each Symbility Share held by such Shareholder; and (iii) a majority of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Special Meeting excluding votes attached to Symbility Shares required to be excluded for majority of the minority approval at the Special Meeting pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
Registered Securityholders as of the close of business on
Securityholders, including directors and officers of the Company and certain significant Shareholders, collectively holding approximately 41% of the outstanding Symbility Shares and approximately 63% of the outstanding Symbility Options, have entered into voting support agreements with the Purchaser pursuant to which they have agreed, subject to the terms and conditions therein, to vote their Symbility Shares and Symbility Options in favour of the Arrangement Resolution. Consequently, it is expected that the Arrangement Resolution will be approved.
If the Securityholders approve the Arrangement, it is currently anticipated that the Arrangement will be completed on or about
ABOUT SYMBILITY
Symbility believes in creating world-class experiences that simplify business and improve lives. With a history in modernizing insurance claims solutions for the property and health industries, Symbility has established itself as a partner that puts security, efficiency and customer experience first. Symbility PROPERTY™ brings smarter thinking to property insurance. Our strategic services team, Symbility INTERSECT™ empowers a variety of businesses with smarter mobile and IoT product development strategy, design thinking and engineering excellence. We push industries forward and prove that change for the better is entirely possible. For more information, please visit www.symbilitysolutions.com.
LEGAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" about the proposed Arrangement within the meaning of applicable
There can be no assurance that the Arrangement will occur or that the anticipated benefits described in the Circular will be realized. The Arrangement is subject to shareholder and court approvals and the fulfilment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The Arrangement could be modified, restricted or terminated.
Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect Symbility's expectations only as of the date of this news release. Symbility disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.
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