Santé Veritas Holdings Inc. Announces Shareholder Approval of Business Combination
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
TORONTO, ON – (November 7, 2018) – Santé Veritas Holdings Inc (CSE: SV) ("SVT") today announced that holders (the “Shareholders”) of outstanding common shares in the capital of SVT have overwhelmingly approved the previously announced business combination (the “Business Combination”) with, amongst others, Baker Technologies, Inc. (“Baker”), Briteside Holdings, LLC (“Briteside”), and Sea Hunter Therapeutics, LLC (“Sea Hunter”), pursuant to a definitive business combination agreement (the “BCA”) dated July 9, 2018, as amended on October 31, 2018. It is anticipated that the Business Combination will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) (the “BCBCA”). It is anticipated that the resulting issuer of the Business Combination will operate under the name TILT Holdings Inc. (“TILT”).
Shareholders also approved the continuance (the “SVT Continuance”) of SVT from a Canadian federal company into British Columbia to become a British Columbia company under the BCBCA, as it relates to the Business Combination. The SVT Continuance was effected on November 5, 2018.
Approximately 98.88% of the votes cast by Shareholders, present in person or by proxy, were in favour of the special resolution authorizing and approving the SVT Continuance. Approximately 99.99% of the votes cast by Shareholders and approximately 99.98% of the votes cast by minority Shareholders, in each case, present in person or by proxy, were in favour of the special resolution authorizing and approving the Business Combination. The Business Combination required the approval of at least 66 2/3% of the votes cast by Shareholders and, as the Business Combination will constitute a "business combination" for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, also required the approval by at least a majority of the votes cast by minority Shareholders.
The hearing in respect of the final order for SVT of the Supreme Court of British Columbia approving the Business Combination (the “SVT Hearing”) is scheduled to take place on November 13, 2018. Following the SVT Hearing, an annual and special meeting of holders of class A and class B common shares in the capital of TILT will be held to approve, amongst other things: (i) the continuance of TILT from a Nevada company into British Columbia to become a British Columbia company under the BCBCA, as it relates to the Business Combination; and (ii) the Business Combination. Shareholders of Baker, members of Briteside and Sea Hunter Holdings, who will hold approximately 11.71%, 28.74% and 52.91%, respectively, of the issued and outstanding shares of TILT prior to the Business Combination, have entered into lock-up agreements and have agreed to vote in favour of the Business Combination.
The Business Combination is also subject to completion of the transactions contemplated by definitive agreements relating to the Business Combination that are in addition to the BCA (the "Definitive Agreements"), and receipt of requisite regulatory approval, including court approval. Assuming all conditions precedent to the completion of the Business Combination are satisfied or waived, SVT expects the Business Combination to be completed on or about November 21, 2018.
Additional information regarding SVT is available under SVT's SEDAR profile at www.sedar.com.
Additional information regarding the Business Combination, Baker, Briteside, and Sea Hunter, will be made publicly available by the parties in accordance with applicable securities laws.
Copies of the BCA, joint management information circular and supplement to the joint management information circular relating to the Business Combination are available on SEDAR at www.sedar.com as part of the public filings of SVT.
The securities which will be issued pursuant to the Business Combination will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF SVT:
Michael Orr Executive Chairman (416) 300-0033
Forward Looking Information
Certain portions of this press release contain "forward-looking information" within the meaning of applicable Canadian securities legislation, which is also referred to as "forward-looking statements", which may not be based on historical fact. Wherever possible, words such as "will", "plans," "expects," "targets," "continues", "estimates," "scheduled," "anticipates," "believes," "intends," "may," "could," "would" or might, and the negative of such expressions or statements that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved, have been used to identify forward looking information. Such forward-looking statements include, without limitation, the effecting of the Business Combination, the effecting of the transactions contemplated by the Definitive Agreements, and the timing of the final order hearing and closing date of the Business Combination.
Forward-looking statements should not be read as guarantees of future events, future performance or results, and will not necessarily be accurate indicators of the times at, or by which, such events, performance or results will be achieved, if achieved at all. The forward-looking statements and information are based on certain key expectations and assumptions made by SVT, including expectations and assumptions concerning SVT, Baker, Briteside, Sea Hunter, TILT, and the Business Combination, the timely receipt of all required regulatory approvals, including court approval, and the satisfaction of other closing conditions in accordance with the terms of the BCA and the Definitive Agreements. Although SVT believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because SVT, Baker, Briteside, Sea Hunter, and TILT can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed. These risks and uncertainties, include, but are not limited to, the results of the due diligence review on the parties on each other are less than satisfactory, or the court approvals are not obtained, the conditions in the BCA and Definitive Agreements are not satisfied or waived, a termination event occurs such as a superior proposal, or material amendments to the BCA or the Definitive Agreements. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. SVT, Baker, Briteside, Sea Hunter and TILT undertake no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law. SVT undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.