CARE Dialogue Health Technologies Inc

MONTRÉAL, Sept. 19, 2023 /CNW/ - Dialogue Health Technologies Inc. (TSX: CARE) ("Dialogue" or the "Company"), Canada's premier health and wellness virtual care platform, is pleased to announce that the shareholders of the Company (the "Shareholders") have approved the plan of arrangement previously announced on July 26, 2023 (the "Arrangement"), pursuant to which Sun Life Financial Inc. ( "Sun Life") will indirectly acquire all of the issued and outstanding common shares of the Company (the "Common Shares"), other than those owned by Sun Life Assurance Company of Canada ("SLA") and certain Common Shares owned by members of Dialogue management (the "Rolling Shareholders"), for $5.15 in cash per Common Share.

50,592,395 votes, or approximately 99.62% of the votes cast at the special meeting (the "Meeting") of Shareholders held on September 19, 2023, were cast in favour of the special resolution approving the Arrangement. 29,555,354 votes, or approximately 99.36% of the votes cast at the Meeting, excluding Common Shares required to be excluded pursuant to Multilateral Instrument 61‐101 – Protection of Minority Security Holders in Special Transactions ("MI 61‐101"), were cast in favour of the Arrangement.

The special resolution approving the Arrangement was required to be passed by (i) at least two-thirds (66 2/3%) of the votes cast by Shareholders, voting together as a single class, and (ii) a simple majority of the votes cast by Shareholders (other than SLA and the Rolling Shareholders in accordance with MI 61-101), voting together as a single class. Details of the voting results will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

The Company will seek a final order approving the Arrangement from the Superior Court of Québec (Commercial Division) on September 22, 2023. Closing of the Arrangement remains subject to certain customary closing conditions, including court and regulatory approvals. Subject to the satisfaction of these closing conditions, the parties currently expect to complete the Arrangement in October 2023.

Further details regarding the Arrangement, including the principal closing conditions and the benefits for the Shareholders, can be found in the Company's management proxy circular dated August 17, 2023 in respect of the Meeting, which can be found under the Company's SEDAR+ profile at www.sedarplus.ca.

This press release contains "forward‐looking statements" and "forward‐looking information" within the meaning of Canadian securities laws. Forward‐looking statements in this press release include, but are not limited to, statements with respect to the impact and benefits of the Arrangement and the anticipated timing for completion of the Arrangement and the receipt of the requisite approvals. These statements are based upon information currently available to Dialogue. All information that is not clearly historical in nature may constitute forward‐looking statements. In some cases, forward‐looking statements may be identified by the use of terms such as "forecast", "assumption" and other similar expressions or future or conditional terms such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and "should". Forward‐looking statements contained in this press release are based on certain factors and assumptions made by management of Dialogue based on their current expectations, estimates, projections, assumptions and beliefs regarding their respective businesses and Dialogue does not provide any assurance that actual results will meet management's expectations. While they consider these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward‐looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including but not limited to: risks related to the Arrangement and expected benefits of Sun Life's acquisition of Dialogue, including Sun Life's acquisition of all of the issued and outstanding common shares of Dialogue, other than those owned by Sun Life Assurance Company of Canada and certain Common Shares owned by members of Dialogue management; the risk that the transaction does not close, due to the failure of one or more conditions to closing; the risk that required approvals of the Arrangement will not be obtained or that such approvals will be delayed beyond current expectations, including the final order of the Superior Court of Québec (Commercial Division); the risk that following this transaction, Sun Life's financing or operating strategies will not be successful; litigation in respect of either Company or the transaction; disruption from the transaction making it more difficult to maintain customer, supplier, key personnel and other strategic relationships; the ability to implement business plans, forecasts, and other expectations, and identify and realize additional opportunities; the risk of downturns, new entrants and a changing regulatory landscape in the industry, developments in and the duration of the COVID‐19 pandemic and the resulting impact on business and operations and the business of customers and partners, including the economic impact of safety measures to mitigate the impacts of COVID‐19, the potential inability to manage effectively any growth experienced and those risks described in the respective Management's Discussion and Analysis and Annual Information Form of Dialogue (which has been filed under its issuer profile on SEDAR+ and can be accessed at www.sedarplus.ca), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking statements. Although Dialogue has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‐looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward‐looking statements. Accordingly, readers should not place undue reliance on forward‐looking information. Dialogue does not undertake to update any forward‐looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.

Incorporated in 2016, Dialogue is Canada's premier virtual healthcare and wellness platform, providing affordable, on-demand access to quality care. Through its team of health professionals, it serves employers and organizations who have an interest in the health and well-being of their employees, members and their families. Dialogue's Integrated Health Platform™ is a one-stop healthcare hub that centralizes all programs in a single, user-friendly application, providing access to services 24 hours per day, 365 days per year from the convenience of a smartphone, computer or tablet. Dialogue is the first virtual care provider to receive the Accreditation Canada Primer award, a third-party validation of safety and high-level quality of care. For more information, please visit the Company's website at www.dialogue.co.

SOURCE Dialogue Health Technologies Inc.