TORONTO, March 5, 2024 /CNW/ – Think Research Corporation (TSXV: THNK) (“Think” or the “Company”), is pleased to announce that it has filed and will commence mailing of the Company’s management information circular dated March 1, 2024 (the “Information Circular”) and related materials for the special meeting (the “Meeting”) of Think shareholders (“Shareholders”) to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement”), pursuant to which Beedie Investments Ltd. (“Beedie Capital”), has agreed to acquire all of the issued and outstanding common shares in the capital of the Company (the “Shares”), 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 $0.32 per Share, all as more particularly described in the Information Circular (collectively, the “Transaction”) and Think’s news release dated February 16, 2024.
The Meeting is scheduled to be held in a virtual only format via live audio webcast on April 4, 2024, at 2:00 p.m. (Toronto time) at https://virtual-meetings.tsxtrust.com/en/1623. Shareholders of record as of the close of business on March 1, 2024, are entitled to receive notice and vote at the Meeting.
The Company’s board of directors (the “Board”) (with any interested director abstaining from voting due to his or her participation in the Transaction as a Continuing Shareholder), based in part on the unanimous recommendation of the special committee of the Board of Directors (the “Special Committee”) and after taking into consideration the advice of the Company’s legal and financial advisors including receipt of a fairness opinion from Canaccord Genuity Corp., has unanimously determined that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than the Continuing Shareholders) and unanimously recommends that the Shareholders vote FOR the Arrangement.
On March 1, 2024, the Ontario Superior Court of Justice (Commercial List) (the “Court”) granted an interim order providing for the calling and holding of the Meeting and certain other matters related to the Meeting and the Arrangement. A copy of the interim order is included in the Information Circular.
The anticipated hearing date for the application for the final order of the Court (the “Final Order”) is April 9, 2024. Subject to obtaining the required approval of the Shareholders at the Meeting, the Final Order and the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between Think and Beedie Capital on February 15, 2024, the Arrangement is anticipated to be completed in the second quarter of 2024.
The Information Circular provides important information on the Arrangement and related matters, including voting procedures and instructions for Shareholders unable to attend the Meeting. Shareholders are urged to read the Information Circular and its appendices carefully and in their entirety. The Information Circular is available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Shareholders who have questions regarding the Arrangement or require assistance should consult their financial, legal, tax or other professional advisor.
Shareholders who have questions about the Meeting or require more information with respect to the procedures for voting, please contact our strategic shareholder advisor and proxy solicitation agent, Morrow Sodali at 1-888-444-0591 toll free in North America or 1-289-695-3075 collect outside North America or by email at assistance@morrowsodali.com.
Financial Update
Management estimates that revenue for the Company for the full year 2023 was in the range of $80 to $83M and that Adjusted EBITDA for the full year 2023 (see Non-IFRS Financial Measures) fell in a range between negative $1.5M and positive $0.5M. On December 31, 2023, the Company had gross debt outstanding to its senior lenders, without accounting for the value of the convertibility features, of $49.3M. Of that amount, the Company owed $24.9M to the Bank of Nova Scotia and $24.4M to Beedie Capital including convertible debt, non-convertible debt and accrued interest. On January 18, 2024, the Company announced that it received an additional $1M convertible advance from Beedie Capital pursuant to its existing credit agreement. This financial data has not been subject to an external audit or review, is preliminary in nature and may be subject to variation. The Company’s management has prepared the preliminary financial data contained in this release based on the most current information available to management. The Company’s normal closing and financial reporting processes with respect to its financial data for the year ended December 31, 2023 have not been fully completed. The Company is providing this financial update as it currently anticipates the Transaction to be completed (subject to receipt of all conditions to the closing of the Transaction) prior to the 2023 year-end audited financial statements being made available to the Shareholders.
Forward Looking Information
This press release contains “forward-looking information” within the meaning of applicable securities laws. Forward-looking information may be identified by statements including words such as: “anticipate,” “intend,” “plan,” “budget,” “believe,” “project,” “estimate,” “expect,” “scheduled,” “forecast,” “strategy,” “future,” “likely,” “may,” “to be,” “could,”, “would,” “should,” “will” and similar references to future periods or the negative or comparable terminology, as well as terms usually used in the future and the conditional.
Statements including forward-looking information may include, without limitation, statements regarding the rationale of the Special Committee and the Board for entering into the Arrangement Agreement, the expected benefits of the Transaction, the timing of various steps to be completed in connection with the Transaction, future events or the Company’s future performance, business prospects and opportunities, and other statements that are not material facts. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the parties will receive, in a timely manner and on satisfactory terms, the necessary court, shareholder and regulatory approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Transaction, and current expectations and analyses made by the Company and its management in light of experience and perception of historical trends, current conditions and expected future developments, as well as other factors appropriate under the circumstances. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company’s control which may cause actual results to differ materially from the any future or potential results expressed or implied by such forward-looking information. Important factors that could cause actual results to differ materially from those indicated in the forward-looking information include, among others, (i) the possibility that the Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to obtain or satisfy, in a timely manner or otherwise, required shareholder, regulatory and court approvals and other conditions of closing necessary to complete the Transaction or for other reasons; (ii) the possibility of adverse reactions or changes in business resulting from the announcement or completion of the Transaction; (iii) risks relating to the Company’s ability to retain and attract key personnel during the interim period; (iv) the possibility of litigation relating to the Transaction; (v) the potential of a third party making a Superior Proposal; (v) risks related to diverting management’s attention from the Company’s ongoing business operations; and (vi) other risks inherent to the business carried out by the Company and factors beyond its control which could have a material adverse effect on the Company or its ability to complete the Transaction. The Company has assumed that the risk factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements.
Other than as specifically required by applicable Canadian securities law, the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, whether as a result of new information, future events or results, or otherwise.
About Think Research Corporation
Think Research Corporation is an industry leader in delivering knowledge-based digital health software solutions. The Company’s focused mission is to organize the world’s health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process and standardization of care to facilitate better health care outcomes. The Company gathers, develops, and delivers knowledge-based solutions globally to customers including enterprise clients, hospitals, health regions, healthcare professionals, and / or governments. The Company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies.
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. Millions of patients and residents annually receive better care due to the essential data that the Company produces, manages and delivers.
In addition, the Company collects and manages pharmaceutical and clinical trial data via its BioPharma Services subsidiary. BioPharma Services is a leading provider of bioequivalence and Phase 1 clinical research services to pharmaceutical companies globally. The Company’s other services include a network of digital-first primary care clinics and medical clinics that provide elective surgery. Visit www.thinkresearch.com for more details.
About Beedie Capital
Beedie Capital is a multi-strategy direct investment platform that manages the alternative investments for Beedie, one of the largest private companies in Western Canada. It deploys capital using a flexible, evergreen mandate, and applies a highly agnostic approach to the duration, structure and size of its investments. Beedie Capital combines the strategic capabilities of an institutional investment platform with the flexibility and entrepreneurial mindset of a privately owned business. Beedie Capital invests in any sector, with a core focus on Technology, Tech-enabled Services, and Metals and Mining, and seeks to grow its invested capital alongside the enterprise value of its investments. For further information on Beedie Capital, please visit www.beediecapital.com.
Non-IFRS Financial Measures
This press release makes reference to Adjusted EBITDA, which is a non-GAAP financial measure. Non-GAAP financial measures are not recognized under International Financial Reporting Standards (“IFRS”), do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of the Company’s financial information reported under IFRS and should be read in conjunction with the consolidated financial statements for the periods indicated. The Company uses non-IFRS financial measures including “Adjusted EBITDA” to provide investors with supplemental measures of its operating performance and to eliminate items that have less bearing on operating performance or operating conditions and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. Specifically, the Company believes that Adjusted EBITDA when viewed with the Company’s results under IFRS and the accompanying reconciliations, provides useful information about the Company’s business by removing potential distortions that may arise from transactions that are not operational in nature. By eliminating potential differences in results of operations between periods caused by factors such as restructuring, transaction, impairment and other charges, the Company believes that Adjusted EBITDA can provide a useful additional basis for comparing the current performance of the underlying operations being evaluated.
“Adjusted EBITDA” means net income (loss) before amortization and depreciation expenses, finance and interest costs, provision for income taxes, non-cash stock-based compensation expense, gains or losses arising from redemption of securities issued by the Company, asset impairment charges, gains or losses from disposals of property and equipment, foreign exchange gains or losses, impairment charges on property and equipment, business acquisition costs, and restructuring charges.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Think Research Corporation
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