Statutory plan of arrangement
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Robex Resources (OTCPK:RSRB.F) 2025 Extraordinary General Meeting Transcript
2025-12-30 14:02
Summary of Robex Resources Extraordinary General Meeting Company Overview - **Company**: Robex Resources (OTCPK: RSRB.F) - **Meeting Date**: December 30, 2025 - **Location**: Virtual meeting Key Points Discussed Meeting Structure and Participation - The meeting was conducted virtually to enhance accessibility and encourage shareholder participation regardless of geographic location [2][5] - A quorum was established with 50 shareholders represented by proxy, totaling 202,437,829 shares, which is 73.55% of the issued and outstanding shares [5] Agenda Items - The primary agenda item was the special resolution to approve a statutory plan of arrangement between Robex Resources, Predictive Discovery Limited, and 9548-5991 Quebec Inc. [3][11] - The management information circular and related documents were made available to shareholders prior to the meeting [4] Voting Procedures - Shareholders and proxy holders were allowed to vote online, with the requirement that at least two-thirds of the votes cast were needed to pass the arrangement resolution [9][10] - The voting process was facilitated through an online platform, allowing registered shareholders to change their votes if desired [11] Voting Results - The arrangement resolution was approved with a significant majority, receiving 94.54% of the votes in favor [17][22] Conclusion of Meeting - The meeting concluded with the resolution adopted, and a motion was made to officially close the meeting [22][26] Additional Important Information - The company emphasized the importance of maintaining order during the meeting and reserved the right to limit questions to ensure broad participation [6][7] - Shareholders were encouraged to submit questions relevant to the agenda items, with a limit on the number of questions per participant to facilitate discussion [6][8] This summary encapsulates the key aspects of the Robex Resources Extraordinary General Meeting, highlighting the company's commitment to shareholder engagement and the successful passage of the proposed arrangement resolution.
Theratechnologies Announces Filing of Special Meeting Materials and Receipt of Interim Order in Relation to its Acquisition by CB Biotechnology, an Affiliate of Future Pak
Globenewswire· 2025-08-18 11:30
Core Viewpoint - Theratechnologies Inc. is in the process of a special meeting to discuss its acquisition by CB Biotechnology, LLC, with a proposed cash consideration of US$3.01 per share plus contingent value rights [1][3][5] Group 1: Acquisition Details - The proposed acquisition involves a cash payment of US$3.01 per share and one contingent value right per share, which could yield additional payments of up to US$1.19 per share based on certain milestones [3][7] - The arrangement represents a significant premium of 216% over the closing price on Nasdaq on April 10, 2025, prior to the announcement of the initial proposal [7][11] - The arrangement agreement was the result of a thorough sale process led by a special committee of independent directors, with fairness opinions provided by Barclays and Raymond James [5][6][11] Group 2: Meeting and Voting - The special meeting of shareholders is scheduled for September 12, 2025, in a hybrid format, with a proxy voting deadline of September 10, 2025 [1][11][16] - Shareholders are encouraged to review the management proxy circular for detailed information regarding the arrangement and to submit their votes [13][16] - Required shareholder approval for the arrangement includes at least 66⅔% of votes cast and a majority excluding certain shares [14] Group 3: Shareholder Support - Senior officers and directors, owning approximately 1.14% of the outstanding shares, have entered into voting agreements to support the arrangement [9] - Soleus Capital Master Fund, holding 10.4% of the outstanding shares, has expressed support for the arrangement [10] Group 4: Financial Context - The arrangement is positioned as a response to challenging capital market conditions for Nasdaq-listed biopharmaceutical companies, which have hindered growth financing [11] - The cash consideration provides immediate liquidity and value for shareholders, addressing the historically undervalued trading price of the shares [11][12]
Theratechnologies Announces Filing of Special Meeting Materials and Receipt of Interim Order in Relation to its Acquisition by CB Biotechnology, an Affiliate of Future Pak
GlobeNewswire News Room· 2025-08-18 11:30
Core Viewpoint - Theratechnologies Inc. is in the process of a special meeting to discuss its acquisition by CB Biotechnology, LLC, with a proposed cash consideration of US$3.01 per share plus contingent value rights [1][3][5] Group 1: Meeting and Arrangement Details - The special meeting of shareholders is scheduled for September 12, 2025, to consider the Arrangement Resolution for the acquisition [1][11] - The Arrangement involves the Purchaser acquiring all issued and outstanding common shares of the Company for US$3.01 per share in cash, plus contingent value rights [3][4] - An interim order has been granted by the Superior Court of Québec to authorize the meeting and related materials [4] Group 2: Board and Special Committee Recommendations - The Board and the Special Committee unanimously recommend that shareholders vote in favor of the Arrangement, citing it as fair and in the best interests of the Company [5][6] - Fairness opinions from Barclays and Raymond James support the conclusion that the Arrangement is fair from a financial perspective [11] Group 3: Financial Considerations and Premium - The proposed cash consideration represents a significant premium of 216% over the closing price on April 10, 2025, prior to the announcement of the initial proposal [7][11] - The contingent value rights could provide additional cash payments of up to US$1.19 per share, depending on the achievement of certain milestones [3][11] Group 4: Shareholder Support and Voting - Senior officers and directors, owning approximately 1.14% of the outstanding shares, have entered into voting agreements to support the Arrangement [9] - Soleus Capital Master Fund, holding 10.4% of the outstanding shares, has expressed support for the Arrangement [10] Group 5: Background and Strategic Process - The Company undertook a targeted market check and engaged with multiple potential acquirers before entering into the Arrangement Agreement with Future Pak [11] - The process included extensive negotiations and consideration of various offers, ultimately leading to the current Arrangement [11]