TELEFLEX TO ACQUIRE PYNG MEDICAL
Pyng Medical Corp. (PYT.V) has entered into a definitive agreement with Teleflex Inc. and Teleflex Medical Canada Inc., a wholly owned indirect subsidiary of Teleflex, pursuant to which Teleflex has agreed to cause Teleflex Medical to acquire all of the issued and outstanding common shares of Pyng for cash consideration of 30.203 U.S. cents per share by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The consideration represents a 401-per-cent premium to the 7.868-cent volume-weighted average trading price of the shares on the TSX Venture Exchange for the 20 trading days ending on Feb. 3, 2017, based on an exchange rate of $1.3047 per $1.00 (U.S.), and a 393-per-cent premium to the closing price of the shares on the TSX-V of eight cents on Feb. 3, 2017.
Following an extensive review and analysis of the arrangement and the consideration of other alternatives, the fairness opinion provided by RwE Growth Partners Inc. and the recommendations of the special committee of the board of directors of the company, the board, after consulting with its financial and legal advisers, unanimously determined that the consideration to be received by the shareholders of the company pursuant to the arrangement is fair to such shareholders and that the arrangement is in the best interests of the company. The board has approved the arrangement agreement and unanimously recommends that all holders of shares, options, warrants and convertible debentures of Pyng vote in favour of the arrangement at the special meeting of securityholders to be called to consider the arrangement.
Ronald Blanck, chairman of Pyng, stated: "We are pleased to be able to announce the acquisition of Pyng by Teleflex Medical as the successful outcome of our review of strategic alternatives for the company. Pyng has a highly innovative portfolio of proprietary emergency medical products. Given the capital and marketing expertise required to fully exploit these products, we believe this is an attractive result for our shareholders and that Teleflex will be able to achieve significant market potential for Pyng's products."
The arrangement terms and required approvals
Pursuant to the arrangement, all currently outstanding stock options and warrants will be deemed to be exercised for that number of shares equal to the in-the-money amount of such stock options and warrants in accordance with their terms and all convertible debentures will be deemed to be converted into shares in accordance with their terms. Each shareholder of Pyng, including holders of stock options, warrants and convertible debentures receiving shares pursuant to the arrangement, will receive consideration of 30.203 U.S. cents for each share held.
The arrangement has been unanimously approved by the board and is subject to other approvals, including, but not limited to: the approval of (i) at least 66-2/3rds per cent of the votes cast by shareholders of Pyng, voting as a single class, present in person or represented by proxy and entitled to vote at the special meeting; (ii) at least 66-2/3rds per cent of the votes cast by the holders of shares, options, warrants and convertible debentures of Pyng, voting as a single class, present in person or represented by proxy and entitled to vote at the special meeting; and (iii) at least a simple majority of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the special meeting, excluding votes cast by those persons whose votes must be excluded pursuant to Multilateral Instrument 61-101. At the special meeting, each holder of shares, options, warrants and convertible debentures shall be entitled to one vote for each share, warrant, option or $1,000 of principal amount of convertible debentures held. Closing of the arrangement is also subject to the satisfaction of a number of conditions customary for transactions of this nature, including the receipt of court approval.
In connection with the arrangement agreement, directors, officers and certain shareholders of the company have entered into customary voting support agreements under which they have agreed to vote in favour of the arrangement at the special meeting. Such shareholders in the aggregate own: (i) approximately 61 per cent of the outstanding shares that are eligible to vote; (ii) approximately 78 per cent of the outstanding shares, options, warrants and convertible debentures that are eligible to vote; and (iii) approximately 59 per cent of the outstanding shares that are eligible to vote in the vote of shareholders excluding votes cast by those persons whose votes must be excluded pursuant to MI 61-101.
Further information regarding the arrangement will be contained in the information circular that Pyng will prepare, file and send to each securityholder in connection with the special meeting.
Following closing of the arrangement, it is expected that the shares will be delisted from the TSX-V and that the company will cease to be a reporting issuer.
A copy of the arrangement agreement will be filed on Pyng's SEDAR profile and will be available for viewing at SEDAR.
Pyng's financial adviser is England Securities LLC, its Canadian transactional legal adviser is Blake, Cassels & Graydon LLP and its U.S. transactional counsel is Robinson Brog Leinwand Greene Genovese & Gluck PC. RwE Growth Partners Inc. has provided a fairness opinion to the board and the special committee that as of the date of such opinion, and subject to the assumptions, limitations and qualification stated in such opinion, the consideration to be received by the shareholders of Pyng under the arrangement is fair, from a financial point of view, to the shareholders of Pyng.
About Pyng Medical Corp.
Pyng Medical commercializes trauma and resuscitation products for front-line critical care and emergency medical personnel. Pyng's expanded product portfolio includes a variety of innovative, life-saving tools, including intraosseous infusion, pelvic stabilization, hemorrhage control and emergency airway management.