Beedie Capital completed the acquisition of remaining 96.27551% stake in Think Research Corporation (TSXV : THNK) from shareholders.
April 18, 2024
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Beedie Capital entered into an arrangement agreement to acquire remaining 96.27551% stake in Think Research Corporation (TSXV : THNK) from shareholders for CAD 25.6 million on February 15, 2024. Beedie Capital will acquire all of the common shares in the capital of the Company, other than those Shares owned by Beedie Capital and other shareholders comprised of certain directors and executive officers of the Company as well as other persons (such shareholders, collectively, the ?Continuing Shareholders?), for cash consideration of CAD 0.32 per Share. The Consideration represents a 100% premium to the closing price of the Shares on the TSX Venture Exchange (the ?TSXV?) on February 15, 2024, the last trading day immediately prior to the announcement of the Transaction, and a 75% premium to the 30-day volume-weighted average price (?VWAP?) of the Shares on the TSXV for the period ended February 15, 2024. The Arrangement Agreement includes a go-shop provision, during which time the Company, with the assistance of Canaccord, will be permitted to actively solicit, evaluate and enter into negotiations with respect to a potential Superior Proposal. Following completion of the Transaction, it is intended that the Common Shares will be delisted from the TSX Venture Exchange. Subject to applicable securities laws, following the completion of the Transaction, the Beedie Capital expects to take available action to cause the Company to cease to be a reporting issuer. If the Arrangement Agreement is terminated under certain circumstances, including circumstances in which the Company terminates the Arrangement Agreement to accept a Superior Proposal prior to approval of the Transaction by shareholders, a termination fee equal to CAD 1.065 million is payable by the Company to Beedie Capital.
The Transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and is expected to close in the second quarter of 2024, subject to shareholder, court and regulatory approvals and other closing conditions customary to transactions of this nature. The Arrangement Agreement was approved unanimously by the Board (with any interested director abstaining from voting due to his or her participation in the Transaction as a Continuing Shareholder), after taking into account, among other things, the unanimous recommendation of a special committee (the ?Special Committee?) of the Board comprised of Richard Wells, Cindy Gray and Jeffrey Orridge, each an independent director of the Company. Each of the Continuing Shareholders and certain other shareholders, directors that hold Shares and certain officers of the Company has entered into a voting support agreement, pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 48.21% of all of the Shares, in favour of the Transaction at the Meeting is expected to be held in early April 2024. The Transaction must be approved not only by at least two thirds (66%) of the votes cast by shareholders, but also by a majority of the minority in accordance with Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions (?MI 61-101?), and by the Ontario Superior Court of Justice. Completion of the Transaction is not subject to any financing condition. As of April 4, 2024, the Think Research Corporation shareholders approved the transaction. As of April 9, 2024, the transaction obtained a final order from the Ontario Superior Court of Justice.
Canaccord Genuity Corp. is acting as financial advisor and fairness opinion to the Special Committee of Think Research. Cassels Brock & Blackwell LLP is acting as independent legal advisor to the Special Committee of Think Research. Stikeman Elliott LLP is acting as legal advisor to Think Research. Dentons Canada LLP is acting as legal advisor to Beedie Capital. Morrow Sodali acted as information agent to Think Research Corporation........
Beedie Capital completed the acquisition of remaining 96.27551% stake in Think Research Corporation (TSXV : THNK) from shareholders for CAD 17.57 million on April 18, 2024.
Think Research Corporation is a Canada-based company engaged in delivering knowledge-based digital health software solutions. The Companyâs evidence-based healthcare technology solutions support the clinical decision-making process and standardization of care to facilitate better health care outcomes. It gathers, develops, and delivers knowledge-based solutions globally to customers, including enterprise clients, hospitals, health regions, healthcare professionals, and / or governments. The Company licenses its solutions to over 14,200 facilities for over 320,000 primary care, acute care, and long-term care doctors, nurses and pharmacists that rely on the content and data provided by the Company to support their practices. In addition, the Company collects and manages pharmaceutical and clinical trial data via its BioPharma Services subsidiary. The Companyâs other services include a network of digital-first primary care clinics and medical clinics that provide elective surgery.