|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.
With SaaS use rampant across organizations, how can IT departments track company data and maintain security? More and more departments are commissioning their own solutions and bypassing IT. A cloud environment is amorphous and powerful, allowing you to set up solutions for all of your user needs: document sharing and collaboration, mobile access, e-mail, even industry-specific applications. In his session at 16th Cloud Expo, Shawn Mills, President and a founder of Green House Data, discussed h...
Jul. 31, 2015 04:30 PM EDT Reads: 423
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Jul. 31, 2015 03:00 PM EDT Reads: 493
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Jul. 31, 2015 02:30 PM EDT Reads: 271
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, analyzed a range of cloud offerings (IaaS, PaaS, SaaS) and discussed the benefits/challenges of migrating to each offe...
Jul. 31, 2015 02:30 PM EDT
Chuck Piluso presented a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. Prior to Secure Infrastructure and Services, Mr. Piluso founded North American Telecommunication Corporation, a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in 10 states, serving as the company's chairman and president from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as chairman & founder of International Te...
Jul. 31, 2015 02:00 PM EDT Reads: 363
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
Jul. 31, 2015 01:45 PM EDT
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
Jul. 31, 2015 11:45 AM EDT Reads: 118
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
Jul. 31, 2015 11:45 AM EDT Reads: 128
Puppet Labs has announced the next major update to its flagship product: Puppet Enterprise 2015.2. This release includes new features providing DevOps teams with clarity, simplicity and additional management capabilities, including an all-new user interface, an interactive graph for visualizing infrastructure code, a new unified agent and broader infrastructure support.
Jul. 31, 2015 10:00 AM EDT Reads: 142
For IoT to grow as quickly as analyst firms’ project, a lot is going to fall on developers to quickly bring applications to market. But the lack of a standard development platform threatens to slow growth and make application development more time consuming and costly, much like we’ve seen in the mobile space. In his session at @ThingsExpo, Mike Weiner, Product Manager of the Omega DevCloud with KORE Telematics Inc., discussed the evolving requirements for developers as IoT matures and conducte...
Jul. 31, 2015 08:45 AM EDT Reads: 302
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Jul. 31, 2015 08:00 AM EDT Reads: 159
Explosive growth in connected devices. Enormous amounts of data for collection and analysis. Critical use of data for split-second decision making and actionable information. All three are factors in making the Internet of Things a reality. Yet, any one factor would have an IT organization pondering its infrastructure strategy. How should your organization enhance its IT framework to enable an Internet of Things implementation? In his session at @ThingsExpo, James Kirkland, Red Hat's Chief Arch...
Jul. 30, 2015 07:30 PM EDT Reads: 1,401
Providing the needed data for application development and testing is a huge headache for most organizations. The problems are often the same across companies - speed, quality, cost, and control. Provisioning data can take days or weeks, every time a refresh is required. Using dummy data leads to quality problems. Creating physical copies of large data sets and sending them to distributed teams of developers eats up expensive storage and bandwidth resources. And, all of these copies proliferating...
Jul. 30, 2015 06:30 PM EDT Reads: 893
Malicious agents are moving faster than the speed of business. Even more worrisome, most companies are relying on legacy approaches to security that are no longer capable of meeting current threats. In the modern cloud, threat diversity is rapidly expanding, necessitating more sophisticated security protocols than those used in the past or in desktop environments. Yet companies are falling for cloud security myths that were truths at one time but have evolved out of existence.
Jul. 30, 2015 06:00 PM EDT Reads: 1,805
Digital Transformation is the ultimate goal of cloud computing and related initiatives. The phrase is certainly not a precise one, and as subject to hand-waving and distortion as any high-falutin' terminology in the world of information technology. Yet it is an excellent choice of words to describe what enterprise IT—and by extension, organizations in general—should be working to achieve. Digital Transformation means: handling all the data types being found and created in the organizat...
Jul. 30, 2015 05:00 PM EDT Reads: 1,090