VAUDREUIL-DORION, QUEBEC–(Marketwired – Apr 19, 2017) – Immunotec Inc. (TSX VENTURE:IMM) (“Immunotec” or the “Company”) announced today that it has filed its Management Proxy Circular (the “Circular”) with the relevant securities regulatory authorities in preparation for its special meeting of shareholders (the “Meeting”) to be held on Thursday, May 11, 2017 at 10:00 a.m. (Montreal time) at the Company’s offices located at 300 Joseph-Carrier Street, Vaudreuil-Dorion, Québec. The Circular is available under the profile of Immunotec at www.sedar.com.
On March 22, 2017, the Company announced that that it had entered into a definitive agreement with 1111267 B.C. Ltd., a subsidiary of Immuno Holding S.A. de C.V. (“Immuno Holding”), providing for the acquisition by Immuno Holding of all of the issued and outstanding common shares of the Company (“Shares”) for a cash consideration of $0.485 per Share (the “Consideration”) pursuant to a plan of arrangement under the Canada Business Corporations Act (the “Arrangement”).
On April 12, 2017, the Superior Court of Québec issued an interim order pursuant to which, among other things, Immunotec is authorized to hold and conduct the Meeting at which the Company’s shareholders will be asked to approve the Arrangement.
The Board of Directors of Immunotec has unanimously determined that the Arrangement is in the best interests of the Company (with its founding shareholders Charles Roberts and Dieter Beer abstaining due to their interests as significant shareholders of Immunotec), and unanimously recommends, for the reasons set out in the Circular, that Immunotec shareholders vote at the Meeting FOR the special resolution to approve the Arrangement.
Shareholders holding in excess of 66 2/3% of the outstanding Shares have expressed their support of the Arrangement, including the founding shareholders and other shareholders, directors and officers of the Company who have entered into voting support agreements in respect of 60.28% of the outstanding Shares pursuant to which they have undertaken to vote in favour of the Arrangement at the Meeting, and, in the case of the founding shareholders, regardless of whether a superior proposal emerges.
Shareholders of record on April 12, 2017 will receive notice of, and be entitled to vote at, the Meeting. The Circular, which shareholders are expected to receive in the coming days, provides information on, among other things, the Arrangement and voting procedures.
Completion of the Arrangement is conditional upon (i) the approval of the holders of Shares representing, in the aggregate, not less than 66 2/3% of the votes at the Meeting, (ii) the approval of the holders of Shares representing, in the aggregate, a simple majority of the votes cast at the Meeting by holders after excluding the votes cast in respect of Shares beneficially owned or over which control or direction is exercised by one of the senior officers of the Company, and his related parties or joint actors, who is an “interested party” under Canadian securities laws because he is receiving a retention bonus in connection with the Arrangement, and (iii) the satisfaction of customary conditions, including the issuance of a final order by the Superior Court of Québec. It is expected that the Arrangement will be completed by no later than June 2017.
In order to facilitate the participation in the Arrangement by holders of options to purchase Shares issued pursuant to the Company’s stock option plan, the Company has amended the terms of its stock option plan to provide it with the ability to alter the vesting period and expiry date of outstanding options in the context of a change of control transaction. Pursuant to the Arrangement, each holder of options (whether vested or unvested) outstanding immediately prior to completion of the Arrangement will receive a cash payment from the Company equal to the amount, if any, by which the Consideration per Share exceeds the exercise price in respect of such option (less any amount required to be deducted, withheld or remitted under applicable laws in respect of taxes).