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Titan Medical Inc (2)
Symbol TMD
Shares Issued 114,039,850
Close 2024-09-05 C$ 0.05
Market Cap C$ 5,701,993
Recent Sedar Documents

Titan Medical files info circular for Conavi deal

2024-09-06 12:41 ET - News Release

Mr. Paul Cataford reports

TITAN ANNOUNCES FILING OF THE MANAGEMENT INFORMATION CIRCULAR

Titan Medical Inc. has filed and mailed its management information circular with respect to the amalgamation agreement with Conavi Medical Inc. providing for the combination of the companies in an all-stock transaction. This transaction will constitute a reverse takeover of Titan.

"The circular sets out a compelling case for shareholders to approve Titan's reverse merger with Conavi," commented Paul Cataford, Titan's interim chief executive officer and board chair. "After a thorough review of a number of potential transaction partners, Conavi came out on top. We believe the proposed transaction offers our current shareholders an opportunity to partially own an exciting commercial-stage company. Our financial advisers have provided a written opinion on the fairness of the relative valuation and the board of directors of Titan is recommending that all shareholders vote in favour of this transaction."

The transaction was previously announced on March 17, 2024, with subsequent amendments to the amalgamation agreement announced on May 28, 2024, July 5, 2024, and Aug. 14, 2024.

The circular, which is now also available on Titan's website as well as under its profile on SEDAR+, provides detailed information on the expected benefits of the transaction, terms and conditions, potential risks, voting procedures, and other relevant information.

The transaction is expected to provide meaningful benefits to Titan and its shareholders, including, but not limited to:

  • Continuing investment: Titan shareholders will be invested in a company with a growing market, a new technology that represents a compelling value proposition, and a strong and committed institutional investor base.
  • Continuing interest: Titan shareholders will continue to hold a material interest in the entity resulting from the transaction.
  • Strong incoming team: The resulting issuer will have a strong leadership team with experience in capital markets and advanced medical devices.
  • Concurrent financing: As a closing condition to the transaction, Conavi will be raising a minimum of $7.5-million in equity financing through a brokered private placement of subscription receipts, which will provide growth capital to the merged company upon closing of the transaction.

The completion of the transaction remains subject to, among other things, satisfaction of the requirements in the TSX Venture Exchange's conditional approval letter and the closing conditions described in the amalgamation agreement, as amended, including completion of the concurrent financing.

Shareholder meeting details

Titan will hold its annual general and special meeting of shareholders on Sept. 30, 2024, at 4 p.m. Eastern Time, by audio webcast. Shareholders of record as of Aug. 26, 2024, will have the ability to vote and to participate in the virtual meeting as explained in the circular.

This vote is important. Shareholders will be asked to approve the transaction. Closing of the transaction will provide shareholders the opportunity to participate in a new venture with strong institutional backing, newly invested cash, new management, new products and new technology. Closing of the transaction is conditional on the approval of all resolutions by shareholders.

Shareholders are encouraged to review the circular carefully and to vote in advance of the voting deadline of 4 p.m. Eastern Time on Sept. 26, 2024.

Shareholder questions

Shareholders who have any questions about the meeting or require assistance with voting may contact Shorecrest Group by telephone at 1-888-637-5789 or by e-mail at contact@shorecrestgroup.com.

Titan will be hosting a webcast question-and-answer session in connection with the circular before the meeting. Titan will provide prepared remarks followed by a question-and-answer session. An announcement with details on the question-and-answer session will follow. Shareholders are invited to submit questions in advance of the question-and-answer session to investors@titanmedicalinc.com.

Recommendation by the board and fairness opinion

After consultation with its financial and legal advisers, the Titan board of directors unanimously approved the transaction and has unanimously recommended that Titan shareholders vote in favour of the transaction. Raymond James provided a fairness opinion to the board, stating that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications stated in such opinion, the consideration payable pursuant to the transaction is fair, from a financial point of view, to the Titan shareholders.

After careful consideration, the board has unanimously approved the transaction and unanimously recommends that Titan shareholders vote in favour of the resolutions relating to the transaction by voting for.

About Titan Medical Inc.

Titan Medical, a medical technology company incorporated under the Business Corporations Act (Ontario) and headquartered in Toronto, Ont., has developed an expansive patent portfolio related to the enhancement of robotic-assisted surgery (RAS), including through a single access point, and is currently focused on evaluating new opportunities to further develop and license its intellectual property.

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