On February 7, 2023 Nuvo Pharmaceuticals Inc. d/b/a Miravo Healthcare (TSX:MRV; OTCQX:MRVFF) ("Miravo" or the "Company") reported that it has filed and is in the process of mailing the management information circular (the "Circular") and related materials in connection with the special meeting (the "Meeting") of its shareholders (the "Shareholders") to be held virtually on March 7, 2023 (Press release, Nuvo Pharmaceuticals, FEB 7, 2023, View Source [SID1234626923]). The Meeting has been called for Shareholders to consider and, if deemed advisable, to pass a special resolution (the "Arrangement 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 Share (the "Consideration"), subject to the terms and conditions of an arrangement agreement dated December 22, 2022 (the "Arrangement Agreement"). The Meeting is to be held in accordance with an interim order from the Ontario Superior Court of Justice (Commercial List) (the "Court") obtained on February 6, 2023.
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The board of directors of the Company (the "Board"), after receiving legal and financial advice, and based upon, among other things, its receipt of a fairness opinion from Bloom Burton Securities Inc., has unanimously determined that the Arrangement is in the best interests of the Company (taking into account the interests of all affected stakeholders) and the Consideration to be received by Shareholders pursuant to the Arrangement is fair to Shareholders. Accordingly, the Board recommends that Shareholders vote FOR the Arrangement Resolution at the Meeting.
Each of the directors and executive officers of the Company who are Shareholders, as well as one of the Company’s significant Shareholders, Red Oak Partners, LLC, who collectively own or control, directly or indirectly, approximately 23.16% of the Company Shares, have entered into voting support agreements with the Purchaser to, among other things, vote their Company Shares in favour of the Arrangement.
Meeting and Circular
The Meeting is scheduled to be held as a virtual-only meeting conducted via live audio webcast at www.virtualshareholdermeeting.com/mrvsm2023 on March 7, 2023 at 9:00 a.m. (Toronto time). Shareholders of record as at the close of business on January 23, 2023 are entitled to receive notice of and vote at the Meeting.
Shareholders are encouraged to vote virtually at the Meeting or by proxy or voting instruction form. Proxies must be submitted no later than 9:00 a.m. (Toronto time) on March 3, 2023, or 48 hours (not including Saturdays, Sundays and holidays) prior to the commencement of any adjourned or postponed Meeting. Shareholders may also vote online during the Meeting as more particularly described in the Circular.
The Circular provides important information on the Arrangement and related matters, including the background to the Arrangement, the rationale for the recommendation made by the Board, voting procedures and how to virtually attend the Meeting. Shareholders are urged to read the Circular and its appendices carefully and in their entirety, and, if assistance is required, Shareholders are urged to consult their financial, legal, tax or other professional advisors. The Circular and the Arrangement Agreement are available on the Company’s profile on SEDAR at www.sedar.com.
In order to become effective, the Arrangement will require Court approval 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.
In addition to Court and Shareholder approval, the Arrangement is subject to, among other things, the satisfaction or waiver of certain closing conditions customary in transactions of this nature. Subject to the satisfaction of such conditions, the Arrangement is expected to close in the first quarter of 2023.