Tuesday, August 13, 2019
TSO3 Inc., an innovator in sterilization technology for medical devices in healthcare settings, announced today that it has entered into a definitive arrangement agreement pursuant to which 9402-4874 Québec Inc., a subsidiary of Stryker Corporation ("Stryker"), will acquire all of the issued and outstanding common shares (the "Shares") of the Company for $0.43 in cash per Share (the "Purchase Price"), subject to adjustment in the event the transaction expenses are greater than currently anticipated. The Company does not currently expect any adjustment to be made to the Purchase Price and in the event such an adjustment would be required, that it would be minimal. If the Purchase Price is adjusted, the Company will issue a press release setting out such adjustment no later than two (2) business days prior to the special meeting of shareholders (the "Special Meeting") to be called to approve the transaction. The Purchase Price represents a premium of approximately 18% to the volume weighted average price of the Shares on the Toronto Stock Exchange for the 30 calendar‑day period prior to the date hereof. The purchase of 100% of the equity of TSO3 represents a total enterprise value of approximately $68.4 million (approximately US$51.7 million), including existing indebtedness.
R.M. (Ric) Rumble, President and CEO of TSO3, stated: "TSO3's board of directors and management believe that this transaction provides the best liquidity opportunity for shareholders. Reaching this conclusion is an important step for TSO3 as well as current and future customers, as it will provide the expertise and the financial resources to best help TSO3 achieve its full potential. We look forward towards its successful completion."
Recommendation of the Board of Directors and Special Committee
The process and negotiations of the transaction with Stryker were supervised by a special committee of the board of directors of TSO3 (the "Board of Directors") composed solely of independent directors (the "Special Committee"). The transaction has been approved unanimously by the Board of Directors following the unanimous recommendation of the Special Committee. Speaking on behalf of the Special Committee and the Board of Directors, Linda Rosenstock stated: "We are very pleased to be entering into this transaction with Stryker, which has both strong management and a strong balance sheet that will help move TSO3 forward. The combination of our teams and projects will be beneficial for both companies".
The Board of Directors and the Special Committee have unanimously, after receiving legal and financial advice, determined that the transaction is in the best interests of TSO3 and is fair to its shareholders. The Board of Directors unanimously recommends that the shareholders vote in favour of the transaction at the Special Meeting.
In connection with the proposed transaction, directors and officers of the Company holding an aggregate of approximately 1.0% of the Shares (on a non-diluted basis) as of the date hereof have agreed to vote their Shares in favour of the transaction.