|By PR Newswire||
|January 7, 2014 07:30 AM EST||
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.
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.
Virgil consists of an open-source encryption library, which implements Cryptographic Message Syntax (CMS) and Elliptic Curve Integrated Encryption Scheme (ECIES) (including RSA schema), a Key Management API, and a cloud-based Key Management Service (Virgil Keys). The Virgil Keys Service consists of a public key service and a private key escrow service.
Oct. 28, 2016 02:30 PM EDT Reads: 1,247
SYS-CON Events announced today that Cemware will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Use MATLAB functions by just visiting website mathfreeon.com. MATLAB compatible, freely usable, online platform services. As of October 2016, 80,000 users from 180 countries are enjoying our platform service.
Oct. 28, 2016 02:15 PM EDT Reads: 1,008
Data is the fuel that drives the machine learning algorithmic engines and ultimately provides the business value. In his session at Cloud Expo, Ed Featherston, a director and senior enterprise architect at Collaborative Consulting, will discuss the key considerations around quality, volume, timeliness, and pedigree that must be dealt with in order to properly fuel that engine.
Oct. 28, 2016 02:15 PM EDT Reads: 4,015
SYS-CON Events announced today that MathFreeOn will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. MathFreeOn is Software as a Service (SaaS) used in Engineering and Math education. Write scripts and solve math problems online. MathFreeOn provides online courses for beginners or amateurs who have difficulties in writing scripts. In accordance with various mathematical topics, there are more tha...
Oct. 28, 2016 02:00 PM EDT Reads: 1,216
Digitization is driving a fundamental change in society that is transforming the way businesses work with their customers, their supply chains and their people. Digital transformation leverages DevOps best practices, such as Agile Parallel Development, Continuous Delivery and Agile Operations to capitalize on opportunities and create competitive differentiation in the application economy. However, information security has been notably absent from the DevOps movement. Speed doesn’t have to negat...
Oct. 28, 2016 02:00 PM EDT Reads: 2,948
SYS-CON Events announced today that eCube Systems, the leading provider of modern development tools and best practices for Continuous Integration on OpenVMS, will exhibit at SYS-CON's @DevOpsSummit at Cloud Expo New York, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. eCube Systems offers a family of middleware products and development tools that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
Oct. 28, 2016 02:00 PM EDT Reads: 4,695
In an era of historic innovation fueled by unprecedented access to data and technology, the low cost and risk of entering new markets has leveled the playing field for business. Today, any ambitious innovator can easily introduce a new application or product that can reinvent business models and transform the client experience. In their Day 2 Keynote at 19th Cloud Expo, Mercer Rowe, IBM Vice President of Strategic Alliances, and Raejeanne Skillern, Intel Vice President of Data Center Group and ...
Oct. 28, 2016 01:45 PM EDT Reads: 1,715
The best way to leverage your Cloud Expo presence as a sponsor and exhibitor is to plan your news announcements around our events. The press covering Cloud Expo and @ThingsExpo will have access to these releases and will amplify your news announcements. More than two dozen Cloud companies either set deals at our shows or have announced their mergers and acquisitions at Cloud Expo. Product announcements during our show provide your company with the most reach through our targeted audiences.
Oct. 28, 2016 01:30 PM EDT Reads: 5,168
@ThingsExpo has been named the Top 5 Most Influential Internet of Things Brand by Onalytica in the ‘The Internet of Things Landscape 2015: Top 100 Individuals and Brands.' Onalytica analyzed Twitter conversations around the #IoT debate to uncover the most influential brands and individuals driving the conversation. Onalytica captured data from 56,224 users. The PageRank based methodology they use to extract influencers on a particular topic (tweets mentioning #InternetofThings or #IoT in this ...
Oct. 28, 2016 01:15 PM EDT Reads: 8,654
In the 21st century, security on the Internet has become one of the most important issues. We hear more and more about cyber-attacks on the websites of large corporations, banks and even small businesses. When online we’re concerned not only for our own safety but also our privacy. We have to know that hackers usually start their preparation by investigating the private information of admins – the habits, interests, visited websites and so on. On the other hand, our own security is in danger bec...
Oct. 28, 2016 01:15 PM EDT Reads: 741
"We've discovered that after shows 80% if leads that people get, 80% of the conversations end up on the show floor, meaning people forget about it, people forget who they talk to, people forget that there are actual business opportunities to be had here so we try to help out and keep the conversations going," explained Jeff Mesnik, Founder and President of ContentMX, in this SYS-CON.tv interview at 18th Cloud Expo, held June 7-9, 2016, at the Javits Center in New York City, NY.
Oct. 28, 2016 01:00 PM EDT Reads: 3,722
There is growing need for data-driven applications and the need for digital platforms to build these apps. In his session at 19th Cloud Expo, Muddu Sudhakar, VP and GM of Security & IoT at Splunk, will cover different PaaS solutions and Big Data platforms that are available to build applications. In addition, AI and machine learning are creating new requirements that developers need in the building of next-gen apps. The next-generation digital platforms have some of the past platform needs a...
Oct. 28, 2016 01:00 PM EDT Reads: 2,412
Join Impiger for their featured webinar: ‘Cloud Computing: A Roadmap to Modern Software Delivery’ on November 10, 2016, at 12:00 pm CST. Very few companies have not experienced some impact to their IT delivery due to the evolution of cloud computing. This webinar is not about deciding whether you should entertain moving some or all of your IT to the cloud, but rather, a detailed look under the hood to help IT professionals understand how cloud adoption has evolved and what trends will impact th...
Oct. 28, 2016 01:00 PM EDT Reads: 784
The Internet of Things (IoT) promises to simplify and streamline our lives by automating routine tasks that distract us from our goals. This promise is based on the ubiquitous deployment of smart, connected devices that link everything from industrial control systems to automobiles to refrigerators. Unfortunately, comparatively few of the devices currently deployed have been developed with an eye toward security, and as the DDoS attacks of late October 2016 have demonstrated, this oversight can ...
Oct. 28, 2016 12:52 PM EDT Reads: 231
Enterprises have been using both Big Data and virtualization for years. Until recently, however, most enterprises have not combined the two. Big Data's demands for higher levels of performance, the ability to control quality-of-service (QoS), and the ability to adhere to SLAs have kept it on bare metal, apart from the modern data center cloud. With recent technology innovations, we've seen the advantages of bare metal erode to such a degree that the enhanced flexibility and reduced costs that cl...
Oct. 28, 2016 12:45 PM EDT Reads: 743