MONTREAL,
April 23, 2013 /CNW Telbec/ - Victhom
Human Bionics Inc. (TSXV: VHB) ("Victhom") is pleased to
announce that its shareholders have approved the sale of all of the
outstanding securities of Victhom to Ergoresearch Inc. (the
"Purchaser"), a direct wholly-owned subsidiary of
Ergoresearch Ltd. (TSXV: ERG) ("Ergoresearch"), pursuant to
a plan of arrangement (the "Plan of Arrangement"). On
March 14, 2013, Victhom and
Ergoresearch jointly announced that they had entered into an
arrangement agreement with the Purchaser (the "Arrangement")
pursuant to which Victhom will ultimately be acquired and taken
private by the Purchaser and current shareholders of Victhom will
receive an all-cash consideration for their outstanding common
shares and Series A preferred shares of Victhom.
Victhom's Board of directors had unanimously
recommended that the holders of Victhom common shares and Series A
preferred shares vote in favour of the Plan of Arrangement. The
Board of directors had received an opinion from Bloom Burton &
Co. that the consideration to be received by all the shareholders
under the Arrangement is fair from a financial point of view. The
Arrangement is a business combination subject to Regulation 61-101
on the "Protection of Minority Securityholders in Special
Transactions" that is exempt from the formal valuation requirement
thereunder given that Victhom's common shares are listed on the
TSX-V.
A special meeting of shareholders was held at
11:00 a.m. (Montréal Time) on
April 23, 2013 (the "Special
Meeting"), whereby a special resolution approving the Plan of
Arrangement was approved by 94.9% of the votes cast by the common
shareholders of Victhom, 100% of the votes cast by the Series A
preferred shareholders and 97.5% of the votes cast, excluding
interested parties, by all shareholders; either present in person
or represented by proxy at the Special Meeting. Were excluded from
the vote of all of the shareholders, given its significance in both
classes of shares, the shares held by Midsummer Investments Ltd. as
well as the shares held by Mr. Rivard given his appointment as
special counsel to the President of Ergoresearch following closing,
on the terms described in the management proxy circular of Victhom
of March 22, 2013 sent to the
shareholders for the purposes of the Special Meeting.
Victhom's application to the Québec Superior
Court of Justice to obtain the final court order approving the
Arrangement is scheduled for April 24,
2013. Assuming court approval is obtained and that all other
conditions to the Arrangement are satisfied or waived, the
Arrangement is expected to become effective on or about
April 26, 2013. Victhom has applied
to the TSX Venture Exchange Inc. for the delisting of the common
shares of Victhom immediately following the approval of the court.
The common shares of Victhom are expected to be delisted as of
April 26, 2013.
This is not an invitation to purchase
securities listed on TSX Venture Exchange. TMX Group and its
affiliates do not endorse or recommend the referenced securities.
Please seek professional advice to evaluate specific
securities.
Forward-Looking Statements
This press release contains forward-looking
statements relating to the proposed acquisition of Victhom.
Statements based on Ergoresearch's, the Purchaser's and Victhom's
management's current expectations contain known and unknown
inherent risks and uncertainties and no assurance can be given that
potential future results or circumstances will be achieved or will
occur. The reader should not place undue faith in forward-looking
information. Management disclaims any intention or obligation to
update or revise any forward-looking statements whether as a result
of new information, future events or circumstances.
About Victhom
Victhom is a company which owns patents in the
field of orthotics and prosthetics ("O&P"), including
intellectual property used in the POWER KNEE, the world's first and
only motor-powered prosthesis for above-knee amputees, a product
distributed under license agreement by Ossur, a global leader in
the O&P market. The Company also has a royalty agreement
related to the Neurostep® System and neuromodulation products in
other indications (sleep apnea and epilepsy) using the Neurobionix
technology platform under development by Neurostream Technologies,
a General Partnership now owned by Otto
Bock, a global leader in the O&P market.
Neither TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
SOURCE VICTHOM HUMAN BIONICS INC.