STG Partners, LLC entered into an arrangement agreement to acquire MediaValet Inc. (TSX : MVP) from Shen Capital Corp. and others for CAD 74.4 million.
In connection with the Transaction, each of the officers and directors of MV, and Shen Capital and its affiliates, the Company's largest Shareholder, holding in aggregate approximately 34.2% of the issued and outstanding Shares, have entered into voting and support agreements with the Purchaser, pursuant to which they have agreed to, among other things, vote their Shares and Warrants in favour of the Transaction. In addition to Shareholder Approval, the Transaction is subject to approval by the Court of King's Bench of Alberta (the "Court") and certain other regulatory approvals, as well as the satisfaction of certain other customary closing conditions for a transaction of this nature. The Arrangement Agreement contains customary non-solicitation, "fiduciary out" and "right to match" provisions, as well as a CAD 4.0 million termination fee payable to the Purchaser if the Arrangement Agreement is terminated in certain circumstances. Subject to the satisfaction or waiver, where permitted, of all conditions to closing, the Transaction is expected to close in Q1 2024. In connection with and subject to the closing of the Transaction, MV will apply to have its Shares delisted from the TSX and MV will apply to cease to be a reporting issuer under Canadian securities laws. The Transaction is not subject to a financing condition. After receiving legal and financial advice, including the fairness opinion referred to below, and considering a number of factors, and after receiving the unanimous recommendation of the special committee of the Board, the Board has unanimously approved the Transaction and recommends that Shareholders vote in favour of the Transaction. The Board has received an oral fairness opinion from TD Securities Inc. TD Securities Inc. is acting as exclusive financial advisor and McMillan LLP is acting as legal advisor to the Company in connection with the Transaction. Stikeman Elliott LLP is acting as legal advisor to STG.