VANCOUVER, BC, April 7, 2021 /PRNewswire/ - CRH Medical
Corporation (TSX: CRH) (NYSE American: CRHM) ("CRH" or
the "Company") announced today that it has filed with the
U.S. Securities and Exchange Commission (the "SEC") a
Current Report on Form 8-K containing certain disclosures that are
intended to amend and supplement the Company's proxy statement and
management information circular, dated March
19, 2021 (the "Circular"), relating to the special
meeting of CRH securityholders that will be held in connection with
the proposed acquisition of CRH by WELL Health Technologies Corp.
(the "Arrangement"), which Circular was previously mailed to
securityholders. The Current Report and supplemental disclosures
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 supplemental disclosures were prepared in response to
certain complaints filed against CRH and the members of the CRH
Board of Directors by purported individual CRH shareholders in the
U.S., which complaints allege that the Circular was materially
incomplete and misleading, in violation of certain U.S. securities
laws. The defendants believe that all of the complaints are without
merit and that no further disclosure is required to supplement the
Circular under applicable laws. However, in order to moot the
plaintiffs' unmeritorious disclosure claims, to avoid the risk that
the foregoing actions may delay or otherwise adversely affect the
consummation of the Arrangement and to minimize the expense of
defending such actions, CRH voluntarily made the disclosures set
forth in the Current Report to supplement the disclosures contained
in the Circular. The supplemental disclosures should be read in
conjunction with the disclosures contained in the Circular, which
should be carefully read in its entirety. The Circular 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.
The filing will not affect the consideration to be received by
CRH shareholders in connection with the Arrangement, or the timing
of the special meeting of the Company's securityholders scheduled
for April 16, 2021, at 9:00 a.m., Vancouver time, which is being held in a
virtual format conducted via live audio webcast at
https://web.lumiagm.com/281719465. At the meeting, CRH
securityholders will be asked to vote on a special resolution to
approve the Arrangement (the "Arrangement Resolution"), and
CRH shareholders will be asked to vote on 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 "Compensation Proposal"). The
CRH Board of Directors continues to unanimously recommend that CRH
securityholders vote FOR the approval of the Arrangement Resolution
and that CRH shareholders vote FOR the Compensation
Proposal.
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, 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.
View original
content:http://www.prnewswire.com/news-releases/crh-medical-corporation-updates-special-meeting-materials-in-connection-with-proposed-arrangement-with-well-health-technologies-corp-301263975.html
SOURCE CRH Medical Corporation