Titan Amends Amalgamation Agreement with Conavi Medical Inc.
Titan Medical has entered into a second amending agreement with Conavi Medical, modifying the timeline for their proposed merger. Key dates have been extended, including the completion of the merger by September 30, 2024, and the commitment for concurrent financing by August 12, 2024. Additionally, Titan is seeking an extension from the Toronto Stock Exchange to hold its Annual General Meeting by September 30, 2024. This extension aims to reduce costs and provide more time to finalize the merger, which requires shareholder approval.
- Extended timeline for completing the merger with Conavi to September 30, 2024, providing additional time for due diligence.
- Seeking an extension from the TSX to hold the AGM by September 30, 2024, potentially reducing costs associated with multiple meetings.
- Delays in the merger process could indicate underlying complexities or complications.
- Pending shareholder approval for the merger, adding uncertainty to the completion of the proposed transaction.
TORONTO, Ontario, July 05, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) announces that it has entered into a second amending agreement dated July 5, 2024 (the “Amending Agreement”), in respect of the previously announced amalgamation agreement dated March 17, 2024, as initially amended by an amending agreement on May 28, 2024 (collectively the “Amalgamation Agreement”) among Conavi Medical Inc. (“Conavi”), 1000824255 Ontario Inc. (a wholly-owned subsidiary of Titan) and Titan, to result in the merger of Conavi and Titan (the “Proposed Transaction”). In addition, Titan is seeking an additional extension with the Toronto Stock Exchange (“TSX”) to hold its Annual General and Special Meeting of Shareholders (the “AGM”) on or before September 30, 2024. An update regarding Titan’s AGM and any extension granted by the TSX will be provided at a later date.
Amending Agreement
The Amending Agreement alters the timeframe under which certain closing conditions must be met in the Amalgamation Agreement, being:
- extending the Outside Date (as such term is defined in the Amalgamation Agreement) for completion of the Proposed Transaction to September 30, 2024;
- extending the date by which the Concurrent Financing (as such term is defined in the Amalgamation Agreement) must be committed to August 12, 2024;
- extending the date by which Conavi financial statements must be completed to July 19, 2024;
- extending the targeted date by which the information circular for the Titan AGM must be mailed to shareholders to August 12, 2024;
- extending the targeted date by which the Titan AGM must be held to September 10, 2024;
- extending the targeted date by which the information circular for the Conavi annual general meeting must be mailed to shareholders to August 12, 2024; and
- extending the targeted date by which the Conavi annual general meeting must be held to September 10, 2024.
AGM Extension
As a result of the matters set forth in the Amending Agreement, Titan seeks an extension with the TSX to extend its AGM to a date on or before September 30, 2024. The extension will allow Titan and Conavi additional time to finalize matters related to the Proposed Transaction (which will require the approval of Titan’s shareholders). To avoid the potential duplication of costs associated with having two meetings within a short timeframe, Titan’s management determined that postponing the AGM was in the best interest of its shareholders. The AGM extension is subject to approval by the TSX.
Titan intends to schedule a date for the AGM as soon as practicable and to provide shareholders with the requisite notice of meeting and record date associated therewith.
About Titan Medical
Titan Medical Inc. (TSX: TMD; OTC: TMDIF), a medical technology company incorporated under the Business Corporations Act (Ontario) and headquartered in Toronto, Ontario, 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.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws, which reflect the current expectations of management of Titan’s future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements are frequently, but not always, identified by words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions, although these words may not be present in all forward-looking statements. Forward-looking statements that appear in this release may include, without limitation, references to: the continued work of Titan and Conavi towards the completion of the Proposed Transaction, the extension of time for Titan to hold its AGM, delisting from the TSX and listing on the TSXV, preparation of the information circular for the Proposed Transaction, and Conavi’s Concurrent Financing.
These forward-looking statements reflect management’s current beliefs with respect to future events, and are based on information currently available to management that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Forward-looking statements involve significant risks, uncertainties and assumptions and many factors could cause Titan’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such factors and assumptions include, but are not limited to, Titan’s ability to retain key personnel; its ability to execute on its business plans and strategies; its ability to continue to license some or all its intellectual property to third parties and receive any material consideration; the receipt of required approvals from the TSXV and Titan’s shareholders in connection with the Proposed Transaction or change of listing or as to the success of Conavi’s Concurrent Financing (or the terms upon which such financing may be available if at all) and other factors listed in the “Risk Factors” section of Titan’s Annual Information Form for the fiscal year ended December 31, 2023 (which may be viewed at www.sedarplus.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions and Titan has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, Titan cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by law, Titan expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, investors should not place undue reliance on forward-looking statements. All the forward-looking statements are expressly qualified by the foregoing cautionary statements.
Contact
Titan Medical Inc.
Chien Huang
Chief Financial Officer
investors@titanmedicalinc.com
Conavi Medical Inc.
Stephen Kilmer
Investor Relations
(647) 872-4849
stephen@kilmerlucas.com
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FAQ
What changes have been made to the Amalgamation Agreement between Titan Medical and Conavi Medical?
When is Titan Medical's new target date for its AGM?
What is the significance of the AGM extension for Titan Medical?
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