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
@GonzalezCarmen has been ranked the Number One Influencer and @ThingsExpo has been named the Number One Brand in the “M2M 2016: Top 100 Influencers and Brands” by Analytic. Onalytica analyzed tweets over the last 6 months mentioning the keywords M2M OR “Machine to Machine.” They then identified the top 100 most influential brands and individuals leading the discussion on Twitter.
With major technology companies and startups seriously embracing IoT strategies, now is the perfect time to attend @ThingsExpo 2016 in New York. Learn what is going on, contribute to the discussions, and ensure that your enterprise is as "IoT-Ready" as it can be! Internet of @ThingsExpo, taking place June 6-8, 2017, at the Javits Center in New York City, New York, is co-located with 20th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry p...
The explosion of new web/cloud/IoT-based applications and the data they generate are transforming our world right before our eyes. In this rush to adopt these new technologies, organizations are often ignoring fundamental questions concerning who owns the data and failing to ask for permission to conduct invasive surveillance of their customers. Organizations that are not transparent about how their systems gather data telemetry without offering shared data ownership risk product rejection, regu...
SYS-CON Events announced today that Hitachi, the leading provider the Internet of Things and Digital Transformation, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Hitachi Data Systems, a wholly owned subsidiary of Hitachi, Ltd., offers an integrated portfolio of services and solutions that enable digital transformation through enhanced data management, governance, mobility and analytics. We help globa...
Blockchain is a shared, secure record of exchange that establishes trust, accountability and transparency across supply chain networks. Supported by the Linux Foundation's open source, open-standards based Hyperledger Project, Blockchain has the potential to improve regulatory compliance, reduce cost and time for product recall as well as advance trade. Are you curious about Blockchain and how it can provide you with new opportunities for innovation and growth? In her session at 20th Cloud Exp...
SYS-CON Events announced today that Hitachi Data Systems, a wholly owned subsidiary of Hitachi LTD., will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City. Hitachi Data Systems (HDS) will be featuring the Hitachi Content Platform (HCP) portfolio. This is the industry’s only offering that allows organizations to bring together object storage, file sync and share, cloud storage gateways, and sophisticated search an...
While some vendors scramble to create and sell you a fancy solution for monitoring your spanking new Amazon Lambdas, hear how you can do it on the cheap using just built-in Java APIs yourself. By exploiting a little-known fact that Lambdas aren’t exactly single threaded, you can effectively identify hot spots in your serverless code. In his session at 20th Cloud Expo, David Martin, Principal Product Owner at CA Technologies, will give a live demonstration and code walkthrough, showing how to o...
SYS-CON Events announced today that SoftLayer, an IBM Company, has been named “Gold Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2016, at the Javits Center in New York, New York. SoftLayer, an IBM Company, provides cloud infrastructure as a service from a growing number of data centers and network points of presence around the world. SoftLayer’s customers range from Web startups to global enterprises.
SYS-CON Events announced today that Progress, a global leader in application development, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Enterprises today are rapidly adopting the cloud, while continuing to retain business-critical/sensitive data inside the firewall. This is creating two separate data silos – one inside the firewall and the other outside the firewall. Cloud ISVs oft...
Quickly find the root cause of complex database problems slowing down your applications. Up to 88% of all application performance issues are related to the database. DPA’s unique response time analysis shows you exactly what needs fixing - in four clicks or less. Optimize performance anywhere. Database Performance Analyzer monitors on-premises, on VMware®, and in the Cloud, including Amazon® AWS and Azure™ virtual machines.
NHK, Japan Broadcasting, will feature the upcoming @ThingsExpo Silicon Valley in a special 'Internet of Things' and smart technology documentary that will be filmed on the expo floor between November 3 to 5, 2015, in Santa Clara. NHK is the sole public TV network in Japan equivalent to the BBC in the UK and the largest in Asia with many award-winning science and technology programs. Japanese TV is producing a documentary about IoT and Smart technology and will be covering @ThingsExpo Silicon Val...
In his keynote at 19th Cloud Expo, Sheng Liang, co-founder and CEO of Rancher Labs, discussed the technological advances and new business opportunities created by the rapid adoption of containers. With the success of Amazon Web Services (AWS) and various open source technologies used to build private clouds, cloud computing has become an essential component of IT strategy. However, users continue to face challenges in implementing clouds, as older technologies evolve and newer ones like Docker c...
As DevOps methodologies expand their reach across the enterprise, organizations face the daunting challenge of adapting related cloud strategies to ensure optimal alignment, from managing complexity to ensuring proper governance. How can culture, automation, legacy apps and even budget be reexamined to enable this ongoing shift within the modern software factory?
DevOps is often described as a combination of technology and culture. Without both, DevOps isn't complete. However, applying the culture to outdated technology is a recipe for disaster; as response times grow and connections between teams are delayed by technology, the culture will die. A Nutanix Enterprise Cloud has many benefits that provide the needed base for a true DevOps paradigm. In his Day 3 Keynote at 20th Cloud Expo, Chris Brown, a Solutions Marketing Manager at Nutanix, will explore t...
Most technology leaders, contemporary and from the hardware era, are reshaping their businesses to do software in the hope of capturing value in IoT. Although IoT is relatively new in the market, it has already gone through many promotional terms such as IoE, IoX, SDX, Edge/Fog, Mist Compute, etc. Ultimately, irrespective of the name, it is about deriving value from independent software assets participating in an ecosystem as one comprehensive solution.