Velan Shareholders Approve Acquisition by Flowserve
MONTREAL, May 05, 2023 (GLOBE NEWSWIRE) — Velan Inc. (“Velan”) (TSX: VLN) today announced that holders (the “Shareholders”) of subordinate voting shares (the “SVS”) and of multiple voting shares (the “MVS” and, collectively with the SVS, the “Shares”) of Velan have approved the proposed arrangement resolution in connection with the arrangement agreement made as of February 9, 2023 among Velan, 14714750 Canada Inc. (the “Purchaser”) and Flowserve US Inc., as amended by the first amendment to the arrangement agreement dated March 27, 2023 (the “Arrangement Agreement”) pursuant to which all of Velan’s issued and outstanding Shares would be acquired for $13.00 per Share in cash by the Purchaser, a wholly owned subsidiary of Flowserve Corporation (the “Arrangement”).
The arrangement resolution had to be approved by not less than two thirds of the votes cast at the special meeting of Shareholders of Velan held earlier today (the “Meeting”) by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting and also had to be approved by a simple majority of the votes cast at the Meeting by each of the holders of SVS and holders of MVS, voting by class, virtually present or represented by proxy and entitled to vote at the Meeting, excluding for this purpose any person required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
At the Meeting, Velan Shareholders carrying an aggregate of 82,540,128 votes, representing approximately 98.44% of votes entitled to be cast at the Meeting, were represented virtually or by proxy at the Meeting. The resolution relating to the Arrangement was approved by 99.99% of the votes cast by all Velan Shareholders, 100% of the votes cast by Velan’s MVS holders and 99.91% of the votes cast by Velan’s SVS holders, excluding for the last two any person required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Arrangement remains subject to the approval of the Superior Court of Québec and the satisfaction or waiver of other customary closing conditions, including the regulatory approvals and clearances. The Court hearing for the final order to approve the Arrangement is expected to take place on May 16, 2023 and the completion of the Arrangement is now expected to occur in the third quarter of 2023 (calendar year).
Further information regarding the Arrangement can be found in the management information circular filed by Velan on April 4, 2023, which is available at https://www.velan.com/en/company/investor_relations and under Velan’s profile on SEDAR at www.sedar.com.
Founded in Montreal in 1950, Velan Inc. is one of the world’s leading manufacturers of industrial valves. Velan Inc. is a family-controlled public company, employing approximately 1,650 people with manufacturing facilities in 9 countries. Velan Inc. is a public company with its shares listed on the Toronto Stock Exchange under the symbol VLN.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this news release may constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the timing of various steps to be completed in connection with the Arrangement, the completion of the Arrangement, and other statements that are not material facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “believe”, “estimate”, “plan”, “could”, “should”, “would”, “outlook”, “forecast”, “anticipate”, “foresee”, “continue” or the negative of these terms or variations of them or similar terminology.
Although Velan believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management’s expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond Velan’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement 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, regulatory and court approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) significant transaction costs or unknown liabilities, (c) the ability of the board of directors to consider and approve, subject to compliance by Velan with its obligations under the Arrangement Agreement, a Superior Proposal (as defined in the Arrangement Agreement) for Velan; (d) the failure to realize the expected benefits of the Arrangement; (e) risks related to tax matters; (f) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (g) risks relating to Velan’s ability to retain and attract key personnel during the interim period; (h) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; (i) business, operational and financial risks and uncertainties relating to the COVID 19 pandemic; and (j) other risks inherent to the business carried out by Velan and/or factors beyond its control which could have a Material Adverse Effect (as defined in the Arrangement Agreement) on Velan or its ability to complete the Arrangement. Failure to obtain the necessary regulatory and court approvals, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Velan continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Velan to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a Material Adverse Effect (as defined in the Arrangement Agreement) on its current and future operations, financial condition and prospects. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
Readers are cautioned not to place undue reliance on the forward-looking statements and information contained in this news release. Velan disclaims any obligation to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.
NO OFFER OR SOLICITATION
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Velan Shares.
FOR FURTHER INFORMATION:
Laurel Hill Advisory Group
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Outside North America: +1-416-304-0211
E-mail: [email protected]
Chief Financial Officer
E-mail: [email protected]