The Arrangement is not subject to a financing condition. In addition to shareholder and court approvals, the Arrangement is subject to other closing conditions customary in transactions of this nature. The Prism Medical Meeting is expected to be held before the end of August, 2016 with completion of the transaction expected to follow shortly thereafter. The transaction will be carried out by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) (the “ Arrangement”) and will require the approval of, among others, (i) the holders of at least 66⅔% of the Prism Medical Shares, and (ii) a majority of minority shareholders, present in person or represented by proxy at a special meeting of Prism Medical shareholders (the “ Prism Medical Meeting”) to be called to consider the Arrangement. In addition, the combined product portfolio will be among the best in the industry and serve as a good platform for further growth”, said Johan Ek, Chairman of Handicare. “Through this acquisition Handicare will be able to access greater opportunities in the North American market. Handicare has a similar values profile, has recognized what our team has accomplished, and should add value for all stakeholders as the two companies combine their market leading products and service capabilities”, said Andrew McIntyre, Chairman of Prism Medical. “The knowledge of our employees applied with passion to solve the moving and handling problems of the mobility disadvantaged and their caregivers in all health environments, has made Prism Medical a leader in its field. Handicare is owned by Nordic Capital Fund VII. Its products include homecare products (such as stairlifts), patient handling and bathroom safety products, and personal transfer and automobile adaptation solutions. Handicare is a Sweden based company which supplies technical aids for the elderly and physically disabled. The total equity purchase price is approximately $62 million on a fully diluted basis. Pursuant to the Arrangement Agreement, shareholders of Prism Medical will receive $12.50 in cash for each Prism Medical Share, which represents a 31.6% premium to the closing price of the Prism Medical Shares on the TSX Venture Exchange (the “ TSXV”) on Jof $9.50 and a premium of 34.2% to the 20-trading day volume weighted average trading price of the Prism Medical Shares on the TSXV.
(“ Prism Medical”) (TSXV:PM) and Handicare Group AB (“ Handicare”) today announced that they have entered into an arrangement agreement (the “ Arrangement Agreement”) pursuant to which Handicare will acquire all of the outstanding common shares of Prism Medical (the “ Prism Medical Shares”). Toronto, Ontario and Kista, Sweden – J– Prism Medical Ltd.
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