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BIOX Announces Filing and Mailing of Meeting Materials for Upcoming Special Meeting of Shareholders
BIOX (TSX:BX) has announced that it has mailed its management information circular and related voting materials to BIOX shareholders, optionholders and warrantholders ahead of its special meeting of shareholders on September 7, 2017. As quoted in the press release: At the Meeting, Shareholders will be asked to consider and to vote upon a going-private transaction …
BIOX (TSX:BX) has announced that it has mailed its management information circular and related voting materials to BIOX shareholders, optionholders and warrantholders ahead of its special meeting of shareholders on September 7, 2017.
As quoted in the press release:
At the Meeting, Shareholders will be asked to consider and to vote upon a going-private transaction by way of a plan of arrangement under the provisions of the Canada Business Corporations Act (the “Arrangement“) involving, among others, the Corporation, 10293547 Canada Limited (the “Purchaser“), CFFI Ventures Inc. (“CFFI Ventures“) and FP Resources Limited (“FP Resources“, and together with CFFI Ventures, the “Acquiror Group“), pursuant to the terms and conditions of an arrangement agreement entered into among the Acquiror Group, the Purchaser and the Corporation dated July 5, 2017(the “Arrangement Agreement“). Pursuant to the Arrangement, each issued and outstanding common share in the capital of the Corporation (each, a “Common Share“), other than those held by the Acquiror Group, certain Shareholders who have agreed to exchange their Common Shares for common shares of the Purchaser pursuant to the Arrangement (the “Rollover Shareholders“) and registered Shareholders who have validly exercised their rights of dissent, will be transferred to the Purchaser in exchange for $1.23 in cash (the “Consideration“). All Common Shares held by the Acquiror Group and the Rollover Shareholders will be exchanged for common shares of the Purchaser pursuant to the Arrangement.
BIOX Shareholders, optionholders and warrantholders on record as of July 31, 2017 will receive the Meeting Materials in advance of the Meeting and Shareholders are asked to vote, by proxy or in person, on the approval of the Arrangement at the Meeting. The Meeting Materials include a management information circular (the “Circular“) that contains, among other things, details concerning the Arrangement, the reasons for the recommendation described below, the risks associated with the Arrangement, the requirements for the Arrangement to become effective, voting procedures at the Meeting and other related matters. Certain reasons for and benefits of the Arrangement include:
- Attractive Premium. Shareholders will be entitled to receive the Consideration pursuant to the Arrangement, which represents a 105% premium over the last trading price of the Common Shares on the Toronto Stock Exchange on May 15, 2017 (immediately prior to the initial announcement of the offer received from the Acquiror Group) and a premium of approximately 82% over the 20 trading-day volume-weighted average price of the Common Shares on the Toronto Stock Exchange prior to the initial announcement.
- Certainty of Value and Immediate Liquidity. The Common Shares are thinly traded and the Consideration payable to Shareholders pursuant to the Arrangement will be paid entirely in cash. This provides certainty of value and immediate liquidity, while avoiding the short and long-term business risk faced by the Corporation.
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