Mr. James Thomas reports
SOLIUM CAPITAL INC. ANNOUNCES SECURITYHOLDER AND COURT APPROVAL OF ARRANGEMENT WITH MORGAN STANLEY
Solium Capital Inc. securityholders voted in favour of the previously announced plan of arrangement under the Business Corporations Act (Alberta) at Solium's special meeting of securityholders held today. Pursuant to the Arrangement, Morgan Stanley, through a wholly-owned subsidiary, has agreed to acquire all of the outstanding common shares of Solium (Solium Shares) for CAD$19.15 per Solium Share.
At the securityholders' meeting, 99.84% of the votes cast at the meeting by holders of Solium Shares, Solium's stock options and Solium's restricted share units (collectively, the Securities), voting together as a single class, voted in favour of the Arrangement, and 99.86% of the votes cast at the meeting by holders of Solium Shares, after excluding the votes cast by those persons required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions, voted in favour of the Arrangement. 76.22% of the outstanding Securities were represented at the meeting, either in person or by proxy.
Solium is also pleased to announce that, following the meeting, it received a final order from the Court of Queen's Bench of Alberta approving the Arrangement.
Completion of the Arrangement is subject to various closing conditions, including the receipt of certain regulatory approvals. The Company and Morgan Stanley expect to receive such regulatory approvals before the end of this month and, if such regulatory approvals are received by such time, closing of the Arrangement is expected to occur on or about May 1, 2019. The Company has applied to de-list the Solium Shares from the Toronto Stock Exchange on the date of the closing of the Arrangement.
Solium reminds its registered shareholders to complete the letter of transmittal that was sent to them on March 22, 2019 in order to receive the consideration payable under the Arrangement. Once completed, the letter of transmittal and all accompanying documents should be returned to TSX Trust Company in accordance with the instructions set out in the letter of transmittal. A copy of the letter of transmittal is available under the Company's issuer profile on SEDAR.
Solium provides cloud-enabled services for global equity administration, financial reporting and compliance. From offices in the United States, Canada, the United Kingdom, Europe and Australia, our innovative SaaS technology powers share plan administration and equity transactions for more than 3,000 corporate clients with employee participants in more than 100 countries. Follow us @Solium and visit us at www.solium.com.
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