Mr. Lee Dabberdt reports
LIFESPEAK INC. ANNOUNCES RECEIPT OF INTERIM ORDER FOR PLAN OF ARRANGEMENT
The Ontario Superior Court of Justice (Commercial List) has granted an interim order authorizing various matters in connection with
Lifespeak Inc.'s previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (Ontario) pursuant to an arrangement agreement with 1001180076 Ontario Inc. dated April 17, 2025.
The interim order provides, among other matters, that a special meeting of holders of Lifespeak's common shares may be held on June 23, 2025, at 10 a.m. (Toronto time) to consider the transaction and that the record date for determining the shareholders entitled to notice of, and to vote at, such meeting is the close of business (Toronto time) on May 21, 2025. The meeting will be held in a virtual format only, which will be conducted via a live webcast.
The transaction is subject to the approval of an affirmative vote of at least: (i) two-thirds (66.67 per cent) of the votes cast by the shareholders virtually present or represented by proxy at the meeting and (ii) a majority of the votes cast by shareholders virtually present or represented by proxy at the meeting, excluding the votes of any shareholders required to be excluded for purposes of the minority approval requirement under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101) in the context of a business combination, and excluding the votes of the rolling shareholders and any other shareholders that may be required to be excluded pursuant to MI 61-101. In addition to the receipt of the requisite approval of the Lifespeak shareholders, the completion of the transaction is subject to final approval by the court and the satisfaction of customary closing conditions.
The board of directors of the company (excluding those with a conflict of interest), and the independent special committee of the board, unanimously recommend that shareholders vote in favour of the transaction at the meeting.
Further details regarding the transaction will be included in the management information circular to be sent to shareholders of record as of the record date in accordance with applicable securities law. The circular will be filed by Lifespeak on SEDAR+ and will be available under the company's profile. Shareholders should carefully review all meeting materials as they contain important information concerning the transaction and the rights and entitlements of the shareholders.
About Lifespeak Inc.
Celebrating 20 years of supporting employee well-being, Lifespeak is the leading provider of mental, physical and family well-being solutions for employers, health plans and other organizations across the globe. Lifespeak is a holistic, personalized solution that provides expert support and thousands of on-demand fitness classes, nutrition guidance and mental health education. Using AI, Lifespeak creates a seamless, personalized journey -- bridging the critical gap between physical and mental health, because true wellness happens when body and mind work together.
We seek Safe Harbor.
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