D-BOX Technologies Inc. (“
D-BOX” or the
“
Corporation”) (TSX: DBO) today announced certain
details regarding the creation of a strategic review committee (the
“
Strategic Review Committee” or the
“
Committee”) of its board of directors (the
“
Board”) and that it will hold its annual meeting
of shareholders (the “
Meeting”) on September 28,
2023.
STRATEGIC REVIEW COMMITTEE
The Corporation announced that the Board formed
the Strategic Review Committee to evaluate strategic alternatives
potentially available to D-BOX as well as their respective
implications, and to proceed with a formal strategic review process
with a view to enhance shareholder and stakeholder value in the
long term. The Committee is comprised solely of independent
directors, namely, Messrs. Jean-Pierre Trahan (Chair), Denis
Chamberland and Luc Martin, and retained Fasken Martineau DuMoulin
LLP (“Fasken”) as legal counsel to assist with the
review process. Following its constitution, the Committee retained
Stifel Nicolaus Canada Inc. (“Stifel”) as its
financial and strategic advisor.
The Strategic Review Committee has met several
times in furtherance of its mandate, has initiated a formal review
process of strategic alternatives and has been engaged in ongoing
discussions in the last few months with a number of parties with
the assistance of Stifel and Fasken.
“D-BOX is poised for growth across multiple key
markets,” said Denis Chamberland, Chair of the Board. “The Board is
committed to evaluating strategic alternatives available to D-BOX
while simultaneously supporting the management team as they
continue to strengthen D-BOX’s leadership position in the
theatrical market and grow its business in other key markets. The
Board believes that pursuing these complementary paths is in the
best interests of D-BOX and D-BOX’s shareholders, employees and
other stakeholders.”
Neither the Board nor the Committee has set a
timetable to complete the strategic review process nor have any
decisions been made relating to strategic alternatives at this
time. There can be no assurance that the review process will result
in a transaction. D-BOX does not intend to provide any updates or
make any announcements unless or until it determines that further
disclosure is appropriate or necessary.
While the review process is ongoing, D-BOX’s
management remains committed to executing on D-BOX’s strategy and
business plan with the full support of the Board.
ANNUAL MEETING OF
SHAREHOLDERS
The Meeting will be held in a virtual format on
September 28, 2023, at 10:00 a.m. EDT. Shareholders will have to
opportunity to participate in real time and vote at the Meeting
online in the manner set forth in the management information
circular to be mailed by D-BOX prior to the Meeting.
Shareholders of record at the close of business
on August 8, 2023, and duly appointed proxyholders will be entitled
to vote on matters to be considered at the Meeting. D-BOX uses the
“notice-and-access” rules of the Canadian Securities Administrators
and mail a notice of meeting to its shareholders with instructions
to access the material distributed online in connection with the
Meeting. The management information circular and financial
statements will also be mailed to shareholders who requested it.
These documents will be available on D-BOX’s profile on SEDAR+ at
www.sedarplus.ca and on D-BOX’s website at www.d-box.com.
ABOUT D-BOX
D-BOX creates and redefines realistic, immersive
commercial and entertainment experiences by moving the body and
sparking the imagination through effects: motion, vibration and
texture. D-BOX has collaborated with some of the best companies in
the world to deliver new ways to enhance great stories. Whether
it’s movies, video games, music, relaxation, virtual reality
applications, metaverse experience, themed entertainment or
professional simulation, D-BOX creates a feeling of presence that
makes life resonate like never before. D-BOX Technologies Inc.
(TSX: DBO) is headquartered in Montreal with offices in Los
Angeles, USA and Beijing, China. Visit D-BOX.com.
CAUTION REGARDING FORWARD-LOOKING
INFORMATION
Certain information included in this press
release may constitute “forward-looking information” within the
meaning of applicable Canadian securities legislation.
Forward-looking information may include, among others, statements
regarding the future plans, activities, objectives, operations,
strategy, business outlook, and financial performance and condition
of the Corporation, or the assumptions underlying any of the
foregoing, as well as statements regarding the Board’s and the
Strategic Review Committee’s formal review of strategic
alternatives and the potential outcome thereof and the nature,
availability and timing of possible strategic alternatives. In this
document, words such as “may”, “would”, “could”, “will”, “likely”,
“believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” and
similar words and the negative form thereof are used to identify
forward-looking statements. Forward-looking statements should not
be read as guarantees of future performance or results, and will
not necessarily be accurate indications of whether, or the times at
or by which, such future performance will be achieved.
Forward-looking information, by its very nature, is subject to
numerous risks and uncertainties and is based on several
assumptions which give rise to the possibility that actual results
could differ materially from the Corporation’s expectations
expressed in or implied by such forward-looking information and no
assurance can be given that any events anticipated by the
forward-looking information will transpire or occur, including but
not limited to the future plans, activities, objectives,
operations, strategy, business outlook and financial performance
and condition of the Corporation.
Forward-looking information provided in this
document is based on information available at the date hereof
and/or management’s good-faith belief with respect to future events
and are subject to known or unknown risks, uncertainties,
assumptions and other unpredictable factors, many of which are
beyond the Corporation’s control, including that management’s
attention may be diverted from ongoing operations as a result of
the formal review process, that a strategic change, transaction or
any outcome will result from or be consummated or implemented as a
result of the formal review process and that any transaction
resulting from the formal review process, if any, will ultimately
enhance shareholder or stakeholder value in the long term.
Except as may be required by Canadian securities
laws, the Corporation does not intend nor does it undertake any
obligation to update or revise any forward-looking information
contained in the annual information form to reflect subsequent
information, events, circumstances or otherwise.
CONTACT INFORMATION
David Montpetit |
|
Trevor
Heisler |
Chief Financial Officer |
|
Vice President Investor Relations |
D-BOX Technologies Inc. |
|
MBC Capital Markets Advisors |
450-999-3216 |
|
416-500-8061 |
dmontpetit@d-box.com |
|
investors@d-box.com |
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