Hamilton Thorne Prepares for Special Shareholder Meeting
Hamilton Thorne Prepares for Special Shareholder Meeting
Hamilton Thorne Ltd (TSX: HTL), a prominent provider of precision instruments and services for Assisted Reproductive Technologies (ART), research, and cell biology, has announced significant details regarding its upcoming special shareholder meeting. This meeting is crucial as it will determine the approval of a statutory plan of arrangement with Cradle Acquisition ULC, aimed at a going private transaction.
Mailing of Meeting Materials
The notice for the special meeting, along with a management information circular, form of proxy, and letter of transmittal, has been mailed to shareholders. These materials are important for the shareholders to review before the special meeting scheduled for September 17, 2024.
Arrangement Resolution and What It Entails
At the meeting, shareholders will consider passing a special resolution known as the Arrangement Resolution. This resolution will approve the terms of the transaction that involves acquiring all outstanding common shares of Hamilton Thorne for C$2.25 per share, with exclusions for shares held by certain beneficial owners.
Details of the Arrangement Agreement
The Arrangement Agreement details a binding commitment by Cradle Acquisition ULC to acquire Hamilton Thorne. This acquisition is set to coincide with the purchase of Cook Medical’s ART product portfolio, which includes a variety of essential IVF consumables. By merging these operations, the company aims to enhance its offerings in the ART market.
Special Meeting Logistics
The special meeting will be held virtually at 9:00 a.m. Toronto time. Shareholders will access the meeting online and will need to log in using their Control Number or Invite Code.
Voting Requirements
To be effective, the Arrangement Resolution must achieve at least two-thirds of the votes cast at the special meeting, along with the majority of votes from shareholders, fulfilling the requirements set out in the applicable regulations.
Interim Order from Ontario Superior Court
Hamilton Thorne has also received an interim order from the Ontario Superior Court which facilitates the calling and holding of the special meeting. This legal step is essential for proceeding with the upcoming transaction.
Progress on Required Regulatory Approvals
The company has successfully received merger control clearance in relevant jurisdictions and has submitted all necessary filings for regulatory approvals. Hamilton Thorne anticipates signing a definitive agreement soon, with expectations to finalize both the transaction and acquisition by the end of 2024.
Consequences for the Company
Upon completion of the transaction, Hamilton Thorne's shares will be delisted from the TSX, and the company will cease to be a reporting issuer in the applicable regions.
About Hamilton Thorne
Hamilton Thorne is recognized for its innovation and leadership in precision instruments and services for ART and related fields. The company markets its products globally under various brands, targeting a diverse customer base that includes fertility clinics, research institutions, and biotechnology companies.
Company Contact Information
For any inquiries, Hamilton Thorne can be reached via:
Investors and Analysts:
Kate Torchilin, David Wolf
Hamilton Thorne Ltd.
978-921-2050
IR@HamiltonThorne.ltd
Frequently Asked Questions
What is the purpose of the special shareholder meeting?
The special shareholder meeting aims to secure approval for a transaction that will allow Cradle Acquisition ULC to acquire all outstanding shares of Hamilton Thorne.
What is the proposed price per share in the transaction?
Shareholders will receive C$2.25 for each share as part of the acquisition deal.
How will the meeting be conducted?
The meeting will be held virtually, allowing shareholders to participate online with their Control Number or Invite Code.
What approvals are needed for the transaction to proceed?
Approval of the Arrangement Resolution by shareholders and completion of regulatory requirements are necessary for the transaction.
What will happen to Hamilton Thorne's shares after the transaction?
The company's shares will be delisted from the TSX, and Hamilton Thorne will cease being a reporting issuer in the relevant jurisdictions.
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