01:09:35 EDT Thu 16 May 2024
Enter Symbol
or Name
USA
CA



Think Research Corp
Symbol THNK
Shares Issued 79,219,171
Close 2024-03-08 C$ 0.315
Market Cap C$ 24,954,039
Recent Sedar Documents

Think receives proxy support for Beedie acquisition

2024-03-11 11:45 ET - News Release

Mr. Mark Sakamoto reports

LEADING INDEPENDENT PROXY ADVISORY FIRM ISS RECOMMENDS THINK RESEARCH CORPORATION SHAREHOLDERS APPROVE THE ARRANGEMENT WITH BEEDIE CAPITAL

Institutional shareholder Services (ISS), a leading independent proxy advisory firm, has released a report recommending Think Research Corp. shareholders vote in favour of the previously announced plan of arrangement with Beedie Investments Ltd.

The ISS Report states, in addition to other things, "The offer represents an attractive premium to the price on the day before the announcement providing for an exit to the uncertainty and challenges which will likely persist in the event of non-approval".

Details of the transaction

As previously disclosed, pursuant to the transaction, Beedie Capital will acquire all of the common shares in the capital of the company, other than those shares owned by Beedie Capital and other shareholders comprised of certain directors and executive officers of the company as well as other persons, for cash consideration of 32 cents per share under the terms of the arrangement agreement dated Feb. 15, 2024, entered into between the company and Beedie Capital. The transaction is expected to close in the second quarter of 2024, subject to shareholder, court and regulatory approvals and other closing conditions customary to transactions of a similar nature. Shareholders will be asked to approve the transaction at the upcoming special meeting of shareholders to be held in virtual-only format through live audio webcast on April 4, 2024, at 2:00 p.m. Toronto time.

Special committee and board recommendations

The arrangement agreement was approved unanimously by the board of directors of the company (with any interested director abstaining from voting due to his or her participation in the transaction as a continuing shareholder), after taking into account, among other things, the unanimous recommendation of a special committee of the board. Shareholders are encouraged to read the company's discussion of the principal reasons the board and the special committee recommended the transaction which is summarized in the company's news release dated Feb. 16, 2024.

Details of the meeting

Detailed information regarding how shareholders can vote in respect of the transaction is provided in the company's management information circular dated March 1, 2024, and related materials. The company encourages shareholders to provide their voting preferences by proxy in advance of the meeting to ensure that their vote will be counted if they are unable to attend the meeting. The record date for determining shareholders entitled to receive notice of and to vote at the meeting was March 1, 2024.

Shareholders are urged to read the information circular and its appendices carefully and in their entirety. Additional important information and details in respect of the transaction, the background to the transaction, reasons for the board and special committee's recommendations of the transaction, the meeting and related matters, including voting procedures and instructions for shareholders unable to attend the meeting, are set out in the information circular. Copies of the full text of the arrangement agreement and the information circular are available under the company's profile on SEDAR+ .

About Think Research Corp.

Think Research is an industry leader in delivering knowledge-based digital health software solutions. The company's focused mission is to organize the world's health knowledge so everyone gets the best care. Its evidence-based health care technology solutions support the clinical decision-making process and standardization of care to facilitate better health care outcomes. The company gathers, develops and delivers knowledge-based solutions globally to customers, including enterprise clients, hospitals, health regions, health care professionals and/or governments. The company has gathered a significant amount of data by building its repository of knowledge through its network and group of companies.

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