Welcome!

News Feed Item

Atrium Innovations Announces Two Leading Independent Proxy Advisory Firms Recommend Voting in Favour of the Acquisition by the Permira Funds

Special Meeting of the shareholders and convertible debentureholders of Atrium to be held on January 21, 2014 to approve the announced Plan of Arrangement

MONTREAL, Jan. 7, 2014 /CNW Telbec/ - Atrium Innovations Inc. (TSX: ATB) ("Atrium" or the "Company"), a globally recognized leader in the development, manufacturing and commercialization of innovative, science-based natural health products, announced today that Institutional Shareholder Services, Inc. ("ISS") and Glass, Lewis & Co., LLC ("Glass Lewis"), two leading independent proxy advisory firms have both recommended that Atrium shareholders and Atrium convertible debentureholders vote FOR the proposed acquisition by Acquisition Glacier Inc. (the "Purchaser") and Acquisition Glacier II Inc. (the "Purchaser Parent"), corporations backed by the Permira funds (the "Permira funds") of all of the outstanding Atrium shares for cash consideration of $24.00 per common share and the acquisition by the Company of all of the outstanding Atrium convertible debentures, pursuant to the terms of a plan of arrangement involving Atrium, the Purchaser and the Purchaser Parent (the "Arrangement").

ISS summarized its recommendation FOR the Arrangement as follows: "The terms and conditions of the Arrangement Agreement are the results of arm's length negotiations among the Company, the Permira funds, the Purchaser and the Purchaser Parent. 100% of the offer consideration will be paid by cash which will provide certainty of value. In light of the adequate cash premium, the favorable market reaction and the thorough transaction process, a vote FOR this resolution is warranted at this stage. However, we will keep monitoring the development of the transaction should a superior proposal be generated as a result of the ongoing go shop process."

Glass Lewis summarized its recommendation FOR the Arrangement as follows: "The independent special committee led a thorough pre-execution process prior to agreeing to terms with the Permira funds. In particular, it is worth noting the board never appeared to agitate for a completed transaction, frequently setting aside increasing offers through late 2012 and 2013 in favor of pursuing greater value through the execution of Atrium's stand-alone business plan. Even after the board elected to consider the third party bids in greater detail, the three bidders -- all of which were financial firms -- were effectively asked to participate in a competitive bidding process (…).

We also note the board negotiated a "go shop" provision into the final agreement, which provision provides the board with flexibility to solicit interest from other prospectively interested parties on a post-closing basis within a defined time frame. (…). No superior proposal has yet emerged from this process and, in the absence of further disclosure, we consider the executed agreement with the Permira funds remains the more compelling option for shareholders.

Based on these factors, and in the absence of further developments, we believe shareholders should support the current transaction with the Permira funds. Accordingly, we recommend shareholders vote FOR this proposal."

The meeting of the shareholders and convertible debentureholders of Atrium (the "Special Meeting") to consider the proposed Arrangement will be held at Osler, Hoskin & Harcourt LLP's office located at 1000 De La Gauchetière Street West, Suite 2100, Montréal, Québec, H3B 4W5, on Tuesday, January 21, 2014 at 9:00 AM (Eastern Time). The record date for voting at the Special Meeting is December 16, 2013.

The Board of Directors (with Yvon Bolduc, President & CEO of the Fonds de solidarité des travailleurs du Québec (F.T.Q.) ("Fonds")), as an interested director having recused himself from the matter) has unanimously approved the Arrangement and recommends that shareholders and convertible debentureholders vote for the arrangement resolution.

Your vote is important regardless of the number of common shares or convertible debentures of Atrium you own. Shareholders and convertible debentureholders who have questions or require assistance in voting their proxy may direct their inquiry to Atrium's proxy solicitation agent, CST Phoenix Advisors, toll-free in North America at 1-800-332-7449 or by email at [email protected].

Shareholders and convertible debentureholders are urged to carefully review the management information circular of Atrium dated December 17, 2013 and accompanying materials as they contain important information regarding the Arrangement and its consequences to shareholders and convertible debentureholders of Atrium.

Go Shop Process Update

The 45-day go shop period commenced on November 29, 2013 and will continue until 11:59 pm (Montréal time) on January 13, 2014.

Following the announcement of the Arrangement, Atrium initiated its go shop process, with its financial advisor, TD Securities Inc. ("TD Securities") contacting 26 strategic parties and 26 financial sponsors. Of the 52 prospective purchasers, six entered into a confidentiality and standstill agreement with the Corporation. Thereafter, five of these parties informed representatives from TD Securities that they were no longer interested in exploring a transaction with the Company. The other prospective purchaser still subject to the confidentiality and standstill agreement, a financial sponsor, has been provided access to Atrium's electronic data room. There can be no assurance that any proposal will be received or that any such proposal will lead to a transaction that is superior to the Arrangement.

How to Vote

Due to essence of time, Atrium shareholders and Atrium convertible debentureholders are urged to vote today using the methods below.

Registered shareholders and convertible debentureholders

Shareholders and convertible debentureholders who have physical certificates representing Atrium shares and convertible debentures, respectively, may vote by telephone or via the Internet.

To vote by telephone call 1-866-732-8683 from a touch tone phone. When prompted, enter your Control Number listed on the proxy and follow the voting instructions. To vote via the Internet, go to www.investorvote.com and enter your Control Number listed on the proxy and follow the voting instructions on the screen. If you vote by telephone or via the Internet, do not complete or return the form of proxy.

Non-registered shareholders and convertible debentureholders

Shareholders and convertible debentureholders who hold their shares or convertible debentures through a broker or other intermediary may vote via the internet at www.proxyvote.com or following the other instructions found on the voting instruction form.

About Atrium

Atrium Innovations Inc. (TSX: ATB) is a globally-recognized leader in the development, manufacturing, and commercialization of innovative, science-based natural health products which are distributed in more than 35 countries. The Company owns healthcare practitioner and specialized retail product brands that are at the forefront of science, innovation and education. Atrium has over 1,300 employees and operates seven manufacturing facilities with current Good Manufacturing Practices. Additional information is available at www.atrium-innovations.com.

Cautionary Note and Forward-Looking Statements

This press release contains certain forward-looking statements with respect to the Company. These forward-looking statements, by their nature, require the Company to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward-looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Company's business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as "may", "will", "would", "could", "expect", "believe", "plan", "anticipate", "intend", "estimate", "continue", or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Company considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Company and its business.

For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the Company's quarterly and annual Management Discussion and Analysis for the fiscal year ended December 31, 2012 filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Company's expectations as at the date of this press release and is subject to change after such date. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.

SOURCE Atrium Innovations Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
"Loom is applying artificial intelligence and machine learning into the entire log analysis process, from start to finish and at the end you will get a human touch,” explained Sabo Taylor Diab, Vice President, Marketing at Loom Systems, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
@DevOpsSummit at Cloud Expo taking place Oct 31 - Nov 2, 2017, at the Santa Clara Convention Center, Santa Clara, CA, is co-located with the 21st International Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is ...
After more than five years of DevOps, definitions are evolving, boundaries are expanding, ‘unicorns’ are no longer rare, enterprises are on board, and pundits are moving on. Can we now look at an evolution of DevOps? Should we? Is the foundation of DevOps ‘done’, or is there still too much left to do? What is mature, and what is still missing? What does the next 5 years of DevOps look like? In this Power Panel at DevOps Summit, moderated by DevOps Summit Conference Chair Andi Mann, panelists loo...
Cloud applications are seeing a deluge of requests to support the exploding advanced analytics market. “Open analytics” is the emerging strategy to deliver that data through an open data access layer, in the cloud, to be directly consumed by external analytics tools and popular programming languages. An increasing number of data engineers and data scientists use a variety of platforms and advanced analytics languages such as SAS, R, Python and Java, as well as frameworks such as Hadoop and Spark...
"MobiDev is a Ukraine-based software development company. We do mobile development, and we're specialists in that. But we do full stack software development for entrepreneurs, for emerging companies, and for enterprise ventures," explained Alan Winters, U.S. Head of Business Development at MobiDev, in this SYS-CON.tv interview at 20th Cloud Expo, held June 6-8, 2017, at the Javits Center in New York City, NY.
A look across the tech landscape at the disruptive technologies that are increasing in prominence and speculate as to which will be most impactful for communications – namely, AI and Cloud Computing. In his session at 20th Cloud Expo, Curtis Peterson, VP of Operations at RingCentral, highlighted the current challenges of these transformative technologies and shared strategies for preparing your organization for these changes. This “view from the top” outlined the latest trends and developments i...
You know you need the cloud, but you’re hesitant to simply dump everything at Amazon since you know that not all workloads are suitable for cloud. You know that you want the kind of ease of use and scalability that you get with public cloud, but your applications are architected in a way that makes the public cloud a non-starter. You’re looking at private cloud solutions based on hyperconverged infrastructure, but you’re concerned with the limits inherent in those technologies.
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
Automation is enabling enterprises to design, deploy, and manage more complex, hybrid cloud environments. Yet the people who manage these environments must be trained in and understanding these environments better than ever before. A new era of analytics and cognitive computing is adding intelligence, but also more complexity, to these cloud environments. How smart is your cloud? How smart should it be? In this power panel at 20th Cloud Expo, moderated by Conference Chair Roger Strukhoff, paneli...
The current age of digital transformation means that IT organizations must adapt their toolset to cover all digital experiences, beyond just the end users’. Today’s businesses can no longer focus solely on the digital interactions they manage with employees or customers; they must now contend with non-traditional factors. Whether it's the power of brand to make or break a company, the need to monitor across all locations 24/7, or the ability to proactively resolve issues, companies must adapt to...
SYS-CON Events announced today that TMC has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo and Big Data at Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Global buyers rely on TMC’s content-driven marketplaces to make purchase decisions and navigate markets. Learn how we can help you reach your marketing goals.
Managing mission-critical SAP systems and landscapes has never been easy. Add public cloud with its myriad of powerful cloud native services and this may not change any time soon. Public cloud offers exciting new possibilities for enterprise workloads. But to make use of these possibilities and capabilities, IT teams need to re-think everything they have done before. Otherwise, they will just end up using public cloud as a hosting platform for their workloads, aka known as “lift and shift.”
Cloud promises the agility required by today’s digital businesses. As organizations adopt cloud based infrastructures and services, their IT resources become increasingly dynamic and hybrid in nature. Managing these require modern IT operations and tools. In his session at 20th Cloud Expo, Raj Sundaram, Senior Principal Product Manager at CA Technologies, will discuss how to modernize your IT operations in order to proactively manage your hybrid cloud and IT environments. He will be sharing bes...
SYS-CON Events announced today that TechTarget has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. TechTarget storage websites are the best online information resource for news, tips and expert advice for the storage, backup and disaster recovery markets.
SYS-CON Events announced today that Telecom Reseller has been named “Media Sponsor” of SYS-CON's 21st International Cloud Expo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.