19:40:53 EDT Mon 29 Apr 2024
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or Name
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Think Research Corp
Symbol THNK
Shares Issued 79,219,171
Close 2024-04-04 C$ 0.315
Market Cap C$ 24,954,039
Recent Sedar Documents

Think Research holders approve acquisition by Beedie

2024-04-05 09:38 ET - News Release

Mr. Mark Sakamoto reports

THINK RESEARCH CORPORATION ANNOUNCES VOTING RESULTS FROM SPECIAL MEETING OF SHAREHOLDERS

Think Research Corp. has released the positive outcome of the shareholder vote at yesterday's special meeting of the holders of common shares in the capital of the company to approve the previously announced plan of arrangement under the Business Corporations Act (Ontario), pursuant to which Beedie Investments Ltd. (Beedie Capital) will acquire all of the issued and outstanding shares, other than those shares owned by Beedie Capital and other shareholders comprising certain directors and executive officers of the company as well as other persons (such shareholders, collectively, the continuing shareholders), for cash consideration of 32 cents per share.

At the meeting: (i) 56,948,252 votes, or approximately 99 per cent of the votes cast at the meeting by shareholders voting virtually or represented by proxy, were cast in favour of the special resolution approving the arrangement; and (ii) excluding shares owned by Beedie Capital and the continuing shareholders, which were required to be excluded pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, 32,339,756 votes, or approximately 98 per cent of the votes cast at the meeting by shareholders voting virtually or represented by proxy, were cast in favour of the arrangement resolution. The arrangement resolution was required to be passed by (i) at least two-thirds (66-2/3 per cent) of the votes cast at the meeting by the shareholders voting virtually or represented by proxy; and (ii) a simple majority of the votes cast by the shareholders voting virtually or represented by proxy, excluding shares required to be excluded pursuant to MI 61-101. Details of the voting results will be filed under the company's profile on SEDAR+.

The company will apply for a final order of the Ontario Superior Court of Justice (commercial list) on April 9, 2024. Closing of the transaction remains subject to the satisfaction or waiver of other customary closing conditions contained in the arrangement agreement entered into between Think and Beedie Capital on Feb. 15, 2024. Assuming the satisfaction or waiver of these conditions, the arrangement is anticipated to be completed in the second quarter of 2024.

Shareholder questions and assistance

Registered shareholders must submit any certificates and/or DRS (direct registration system) advices representing their shares, together with a duly completed and executed letter of transmittal and any other documents that TSX Trust Company, which is acting as depositary under the arrangement, may reasonably require, in order to receive the cash consideration to which they are entitled under the arrangement.

Shareholders who have questions or require assistance with submitting their shares to the arrangement may direct their questions to the company's strategic shareholder adviser and proxy solicitation agent, Morrow Sodali, at 1-888-444-0591 toll-free in North America or 1-289-695-3075 collect outside North America or by e-mail at assistance@morrowsodali.com. Further information about submitting your shares to the arrangement, including with respect to completing the letter of transmittal, may be addressed to TSX Trust Company toll-free at 1-866-600-5869 or by e-mail at tsxtis@tmx.com.

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.

The company licenses its solutions to over 14,200 facilities for over 320,000 primary care, acute care and long-term care doctors, nurses and pharmacists that rely on the content and data provided by the company to support their practices. Millions of patients and residents annually receive better care due to the essential data that the company produces, manages and delivers.

In addition, the company collects and manages pharmaceutical and clinical trial data through its BioPharma Services subsidiary. BioPharma Services is a leading provider of bioequivalence and phase 1 clinical research services to pharmaceutical companies globally. The company's other services include a network of digital-first primary care clinics and medical clinics that provide elective surgery.

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