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Xybion Announces Securityholder Approval of Arrangement at Special Meeting

Xybion Digital Investors

Vancouver, British Columbia–(Newsfile Corp. – June 17, 2024) – Xybion Digital Inc. (TSXV: XYBN) (the “Company” or “Xybion“) is pleased to announce that its Shareholders (as defined below) have approved the proposed plan of arrangement (the “Arrangement“) under Division 5 of Part 9 of the Business Corporations Act (British Columbia) (the “BCBCA“) whereby the Company will acquire all of the issued and outstanding Class A subordinate voting shares (the “Subordinate Voting Shares”) from the holders thereof (the “Shareholders”) for cash consideration of $0.90 per Subordinate Voting Share (the “Transaction”) at an annual general and special meeting of Shareholders held earlier today (the “Meeting”).

The resolution approving the Transaction (the “Arrangement Resolution“) was required to be passed by not less than: (i) 66⅔% of votes cast by Shareholders present in person or represented by proxy at the Meeting; and (ii) a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting excluding for this purpose the 7,814 Subordinate Voting Shares beneficially owned, directly or indirectly by Mr. Pradip Banerjee and any votes attached to the Subordinate Voting 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 Transactions (the “Interested Parties“).

A total of 422,483 Subordinate Voting Shares were represented in person or by proxy at the special meeting of Shareholders. The detailed results of voting on the Arrangement Resolution are provided below:


Arrangement Resolution

Votes ForVotes Against

Holders of Subordinate Voting Shares (1)

414,669 (100%)Nil (0%)

 

(1) Excluding 7,814 Subordinate Voting Shares held by Interested Parties not eligible to vote on the Arrangement Resolution.

The Arrangement remains subject to approval of the Supreme Court of British Columbia (the “Court“) and the satisfaction or waiver of other customary conditions. The Court hearing for the final order to approve the Arrangement will be held 800 Smithe Street, Vancouver, British Columbia on June 21, 2024 at 9:45 a.m. and closing of the Arrangement is expected to be on June 24, 2024. Following completion of the Arrangement, Xybion’s shares are expected to be delisted from the TSX Venture Exchange. An application is also expected to be made for the Company to cease to be a reporting issuer in the applicable jurisdictions upon closing of the Arrangement.

The Company is also pleased to announce that all other matters were approved at the Meeting. At the Meeting, the Shareholders elected the Company’s board of directors, Pradip Banerjee, Peter Bailey, and John McCoach, as well as approved the appointment of the Company’s auditor, Davidson & Company. The Shareholders also approved the Company’s Omnibus Incentive Plan in accordance with the requirements of the TSX Venture Exchange.

ON BEHALF OF THE BOARD OF DIRECTORS

Per: “DR. PRADIP BANERJEE

Dr. Pradip Banerjee

Chairman and Chief Executive Officer
[email protected]
609-512-5790 x122

About Xybion Digital Inc.

Xybion is a global SaaS company that helps enterprise life sciences organizations accelerate new drug development into approved medicines that may save lives and keep employees safe. We digitize drug research and development, laboratory testing, regulatory approvals, and pharmaceutical manufacturing on a single, unified cloud platform that is cost-effective, ready to deploy, and easy to use. Xybion has over 160 clients in 29 countries using its low-code software to accelerate timelines, improve compliance, expand capacity, minimize operating risks, and reduce expenses while keeping employees safe.

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTE WITH RESPECT TO FORWARD-LOOKING STATEMENTS

This news release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws. Forward-Looking statements include, without limitation, statements with respect to the consummation and timing of the Arrangement; the consideration to be received by Shareholders; the expected benefits of the Arrangement; the timing, receipt and anticipated approval of the Court; the delisting of the Shares and the intention that Xybion will cease to be a reporting issuer. Forward-Looking statements relate to future events or future performance and reflect the expectations or beliefs of management of the Company regarding future events. Generally, forward-looking statements and information can be identified by the use of forward-looking terminology such as “intends”, “expects” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or will “potentially” or “likely” occur. This information and these statements, referred to herein as “forward-looking statements”, are not historical facts, are made as of the date of this news release and include without limitation, statements regarding the Transaction, and the expected timing and closing and various steps to be completed in connection with the Transaction.

These forward-looking statements involve numerous risks and uncertainties, and actual results might differ materially from results suggested in any forward-looking statements. These risks and uncertainties include, among other things: the possibility that the Transaction will not be completed on the timing currently contemplated; the failure to obtain necessary Court approval and other conditions of closing necessary to complete the Transaction or for other reasons, as well as those risk factors discussed or referred to in the Company’s disclosure documents filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedarplus.ca.

In making the forward-looking statements in this news release, the Company has applied several material assumptions, including without limitation, assumptions regarding the Company receiving Court approval; the completion of the Arrangement on the expected terms and the adequacy of the Company’s financial resources.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward-looking information or financial out-look that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.

NOT FOR DISSEMINATION IN THE US OR THROUGH US NEWSWIRE SERVICES

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