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Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) is set to hold a special meeting for shareholders on March 7, 2023, at 9:00 a.m. (Toronto time) to discuss a significant plan of arrangement with Searchlight Pharma Inc.. Shareholders are urged to vote their shares by 9:00 a.m. on March 3, 2023, ahead of the meeting. The arrangement involves the acquisition of Miravo’s shares at $1.35 per share. Approval requires a two-thirds majority vote, with specific exclusions as per the minority approval requirements under MI 61-101.
Meeting materials were distributed on February 13, 2023, and further details can be found on SEDAR.
Positive
Shareholders will receive $1.35 per share in the arrangement with Searchlight Pharma.
The acquisition is structured to provide immediate cash value to shareholders.
Negative
The arrangement requires significant shareholder approval, with potential resistance.
Exclusion of certain shares from minority approval could complicate the approval process.
Shareholders are reminded to vote their common shares prior to the proxy voting deadline of 9:00 a.m. (Toronto Time) on March 3, 2023
MISSISSAUGA, Ontario--(BUSINESS WIRE)--
Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) (“Miravo” or the “Company”) reminds its shareholders (“Shareholders”) of its special meeting of Shareholders (the “Meeting”) to be held virtually on March 7, 2023. The Meeting has been called for Shareholders to consider and, if deemed advisable, to pass a special resolution approving the previously announced plan of arrangement (the “Arrangement”) involving the Company and Searchlight Pharma Inc. (the “Purchaser”), pursuant to which the Purchaser has agreed to acquire all of the issued and outstanding common shares of the Company (the “Company Shares”) in exchange for cash consideration of $1.35 per Company Shares, subject to the terms and conditions of an arrangement agreement dated December 22, 2022.
Details of the Meeting
The Meeting will be held as a virtual-only meeting conducted via live audio webcast on Tuesday, March 7, 2023 at 9:00 a.m. (Toronto time) at www.virtualshareholdermeeting.com/mrvsm2023. Shareholders of record as at the close of business on January 23, 2023 (the “Record Date”) are entitled to vote at the Meeting.
Miravo’s Notice of Meeting, Management Information Circular and accompanying form of proxy and letter of transmittal (collectively the “Meeting Materials”) were mailed on February 13, 2023 to Shareholders of record as of the Record Date and are available on the Company’s profile on SEDAR at www.sedar.com. If you have not received your Meeting Materials, you should contact your broker, if you are a non-registered Shareholder or contact Broadridge at proxy.request@broadridge.com, if you are a registered Shareholder. The Meeting Materials outline in detail how to participate in the Meeting.
In order to become effective, the Arrangement will require approval by the Ontario Superior Court of Justice (Commercial List) and must be approved by: (i) at least two-thirds of the votes cast by Shareholders, and (ii) a simple majority of the votes cast by Shareholders, excluding for this purpose votes attached to Company Shares held by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction (“MI 61-101”). For purposes of the minority approval requirement of MI 61-101 all of the 613,482 Company Shares beneficially owned or over which control or direction is exercised by Messrs. Ledger, Chicoine, London and Harris and Ms. Loucaides, representing, as of the Record Date, approximately 5.39% of the issued and outstanding Company Shares, on an undiluted basis, will be excluded in determining whether minority approval is obtained.
About Miravo Healthcare
Miravo is a Canadian focused, healthcare company with global reach and a diversified portfolio of commercial products. The Company’s products target several therapeutic areas, including pain, allergy, neurology and dermatology. The Company’s strategy is to in-license and acquire growth-oriented, complementary products for Canadian and international markets. Miravo’s head office is located in Mississauga, Ontario, Canada, the international operations are located in Dublin, Ireland and the Company’s manufacturing facility is located in Varennes, Québec, Canada, though the Company is in the process of winding-down its manufacturing operations in Varennes. For additional information, please visit www.miravohealthcare.com.
About Searchlight Pharma Inc.
Searchlight Pharma Inc., headquartered in Montreal, is a leading Canadian-based specialty healthcare company that executes best-in-class search, acquisition, commercialization, and focused development of innovative and unique specialty healthcare products. Searchlight Pharma Inc.’s core products focus on women’s health, urogynecology, urology, endocrinology and hospital specialty markets, and its team is committed to improving people’s lives by bringing the right products to market. Follow Searchlight Pharma Inc., learn more about what it does, and get to know its product portfolio at www.searchlightpharma.com.
