TSO3 to be acquired by Stryker for C$0.43 in cash per share
TSO3 announced that it has entered into a definitive arrangement agreement pursuant to which 9402-4874 Quebec Inc., a subsidiary of Stryker, will acquire all of the issued and outstanding common shares of the company for C$0.43 in cash per Share, subject to adjustment in the event the transaction expenses are greater than currently anticipated. The company does not currently expect any adjustment to be made to the Purchase Price and in the event such an adjustment would be required, that it would be minimal. If the Purchase Price is adjusted, the company will issue a press release setting out such adjustment no later than two business days prior to the special meeting of shareholders to be called to approve the transaction. The Purchase Price represents a premium of approximately 18% to the volume weighted average price of the Shares on the Toronto Stock Exchange for the 30 calendar-day period prior to the date hereof. The purchase of 100% of the equity of TSO3 represents a total enterprise value of approximately C$68.4M, including existing indebtedness. The Arrangement Agreement contains representations, warranties and covenants customary for transactions of this nature, including a prohibition against the Company soliciting or initiating any inquiries or discussions regarding any other business combination or sale of assets, subject to the fiduciary duty of the Board of Directors in the event that an unsolicited superior proposal is received by the company and the right in favour of Stryker to match any superior proposal. A termination fee of C$3.076M is payable to Stryker in certain circumstances, including if Stryker fails to exercise its right to match in the context of a superior proposal and the company elects to terminate the Arrangement Agreement prior to the company's shareholders voting to approve the Arrangement.