VANCOUVER, BC, March 25, 2021 /PRNewswire/ - CRH Medical
Corporation (TSX: CRH) (NYSE American: CRHM) ("CRH" or
the "Company") announced today that it has mailed materials
to the shareholders (the "Shareholders") optionholders and
share unit holders of CRH, including the proxy statement and
management information circular of the Company dated March 19, 2021 (the "Circular"), for the
special meeting of CRH securityholders (the "Meeting") to be
held on April 16, 2021 in connection
with the proposed acquisition by WELL Health Technologies Corp.
("WELL") of all of the issued and outstanding common shares
of the Company ("CRH Shares") pursuant to a plan of
arrangement to be approved by the Supreme Court of British Columbia in accordance with Section
288 of the Business Corporations Act (British Columbia) (the "Arrangement"),
previously announced on February 8 ,
2021.
Materials for the Meeting, including the Circular, are available
on the SEC's website at http://www.sec.gov, on SEDAR at
www.sedar.com and on the Company's website at
http://investors.crhsystem.com.
THE CONSIDERATION
If the Arrangement is completed, each Shareholder will be
entitled to receive cash consideration of US$4.00 (without interest and less any applicable
withholding taxes) for each CRH Share held immediately prior to
completion of the Arrangement (the "Consideration").
The Consideration represents a premium of approximately 83% to
the closing price of CRH Shares on the NYSE American and 84% to the
closing price of CRH Shares on the Toronto Stock Exchange ("TSX")
(based on the Bank of Canada
closing exchange rate on February 5,
2021) on February 5, 2021, the
last trading day prior to the announcement of the Arrangement, as
well as a premium of approximately 65% to the 90-calendar-day
volume-weighted average price of CRH Shares on the NYSE American
and 61% to the 90-calendar-day volume-weighted average price of CRH
Shares on the TSX (based on the Bank of Canada closing exchange rate on February 5, 2021) prior to the date the
Arrangement Agreement was executed.
BOARD RECOMMENDATION
The board of directors of the Company (the "Board"),
after consulting with its financial and legal advisors, and
following the unanimous recommendation of a special committee of
the Board consisting solely of independent directors, unanimously
determined that the Arrangement is in the best interests of CRH and
fair to the Shareholders, and that the consideration to be received
by the Shareholders pursuant to the Arrangement is fair, from a
financial point of view, to the Shareholders.
The Board UNANIMOUSLY recommends that CRH
securityholders
vote FOR the Arrangement
Your vote is important regardless of the number of CRH
securities you own. As a CRH securityholder, it is very
important that you read the Circular and related materials with
respect to the Meeting carefully and then vote your CRH securities.
You are eligible to vote your CRH securities if you were a CRH
securityholder of record at the close of business on March 17, 2021.
CRH MEETING
The Meeting will be held on Friday, April
16, 2021 at 9:00 a.m.
(Vancouver Time), in a virtual-only format conducted via live audio
webcast online at https://web.lumiagm.com/281719465.
As the Meeting will be in a virtual-only format, registered and
non-registered securityholders will not be able to attend in
person. CRH strongly encourages all registered Shareholders,
optionholders and share unit holders who would like to attend,
participate and/or vote virtually online via live webcast to
carefully follow the procedures outlined in the Circular, which is
available on the SEC's website at http://www.sec.gov, on SEDAR at
www.sedar.com and on the Company's website at
http://investors.crhsystem.com. If you are a non-registered
Shareholder, you will be able to attend, participate and/or vote at
the Meeting online via live webcast only if you duly appoint
yourself as proxyholder through the method specified by your
intermediary. If a non-registered Shareholder does not comply with
these requirements, you will be able to attend the Meeting online
via live webcast as a guest but will not be able to vote or ask
questions.
At the Meeting, CRH securityholders will be asked to consider
and, if thought advisable, to pass a special resolution approving
the Arrangement, as well as a proposal to approve, on an advisory
(non-binding) basis, the compensation that may be paid or become
payable to CRH's named executive officers in connection with the
Arrangement. The Circular contains a detailed description of the
Arrangement, as well as certain additional information relating to
CRH. If the requisite securityholder approval is obtained at
the Meeting and if the other conditions to the Arrangement becoming
effective are satisfied or waived, it is expected that the
Arrangement will be completed in the second quarter of 2021.
YOUR VOTE IS IMPORTANT - PLEASE VOTE
TODAY
SHAREHOLDER QUESTIONS AND ASSISTANCE
If you have any questions or require assistance voting your CRH
securities, please contact our proxy solicitation agent, Laurel
Hill Advisory Group, at 1-877-452-7184 toll-free in North America, or outside North America at 1-416-304-0211, or by e-mail
at assistance@laurelhill.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information included or incorporated by
reference in this document may constitute "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and "forward-looking information"
within the meaning of Canadian securities laws (collectively,
"forward-looking statements"). Forward looking statements include
statements regarding the acquisition of the Company by WELL Health
and the expected timetable for completing such proposed
transaction, as well as all other statements that are not
statements of historical fact. Forward-looking statements are
generally identifiable by use of the words "may," "will," "should,"
"expect," "anticipate," "estimate," "believe," "plan," "intend" or
"project" or the negative of these words or other variations on
these words or comparable terminology.
Forward-looking statements reflect current expectations of
management regarding future events and performance as of the date
of this document and involve known and unknown risks, uncertainties
and other factors which may cause our actual results to be
materially different those expressed or implied by any
forward-looking statements. These forward-looking statements should
not be read as guarantees of future results, and there can be no
assurance that the results expressed or implied by any
forward-looking statements will be achieved. Important factors that
could cause actual results to differ materially from the results
discussed in forward-looking statements include: (i) the risk that
the Company's securityholders do not approve the proposed
transaction; (ii) the risk that regulatory or other approvals
required for the transaction may be delayed or not obtained, or are
obtained subject to conditions that are not anticipated; (iii) the
possibility that certain other conditions to the consummation of
the proposed transaction will not be satisfied or completed on a
timely basis, or at all; (iv) the risk that the financing necessary
for the consummation of the proposed transaction is unavailable at
the closing; (v) the risk of disruption from the announcement,
pendency and/or completion of the potential transaction, including
potential adverse reactions or changes to business relationships
with customers, employees, suppliers or regulators, making it more
difficult to maintain business and operational relationships; (vi)
uncertainties related to developments in the COVID-19 pandemic and
its impact on the Company's operations and the completion of the
proposed transaction; and (vii) uncertainties related to general
economic, financial, regulatory and political conditions, as well
as potential changes in law and regulatory interpretations.
Additional factors that could cause actual results to differ
materially from expectations include, without limitation, the risks
identified by the Company in its most recent Annual Report on Form
10-K, its Quarterly Reports on Form 10-Q and its Current Reports on
Form 8-K, which are available on EDGAR at www.sec.gov/edgar.shtml
or on the Company's website at www.crhmedcorp.com. The Company
disclaims any intent or obligations to update or revise publicly
any forward-looking statements whether as a result of new
information, estimates or options, future events or results or
otherwise, unless required to do so by law.
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SOURCE CRH Medical Corporation