The buyout of natural health products manufacturer Atrium Innovations Inc (TSX: ATB & ATB.DB) by an investor group led by European private equity firm Permira Funds for approximately $751.2 million has received approval from the Superior Court of Québec. The legal sanction, which follows the deal’s approval by Atrium investors on January 21, suggests that the acquisition should be finalized by Feb. 2014. The Fonds de solidarité des travailleurs du Québec FTQ and Caisse de dépôt et placement du Québec, who collectively hold about 25 percent of the Québec City-based Atrium, previously indicated their support for the buyout.
Atrium Innovations Inc. Receives Final Court Approval of Arrangement with the Permira Funds
MONTREAL, Jan. 27, 2014 /CNW Telbec/ – Atrium Innovations Inc. (TSX:ATB & ATB.DB) (“Atrium” or the “Corporation”), a globally recognized leader in the development, manufacturing and commercialization of innovative, science-based natural health products, announced today that the Superior Court of Québec (Commercial Division) issued a final order approving the previously announced plan of arrangement (the “Arrangement”) providing for the acquisition of all of the outstanding common shares of Atrium for cash consideration of $24.00 per common share by corporations backed by the Permira funds and the acquisition by the Corporation of all of its outstanding convertible debentures.
Earlier this month, the Corporation received confirmation from the U.S. Federal Trade Commission (the “FTC”) that early termination of the pre-closing waiting period mandated under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 had been granted, which allows the parties to proceed to closing. Atrium has also now received from the competition regulatory authorities in Germany, Ireland and Austria clearances or confirmations that the transaction may proceed to closing.
Completion of the Arrangement remains subject to the receipt of the approval under the Investment Canada Act and clearance from the Ukrainian competition authorities as well as the satisfaction or waiver of certain other closing conditions customary in transactions of this nature. Subject to obtaining these two regulatory approvals and the satisfaction or waiver of all other conditions precedent to the Arrangement, it is anticipated that the Arrangement will be completed in February 2014.
Atrium Innovations Inc. (TSX: ATB & ATB.DB) is a globally-recognized leader in the development, manufacturing, and commercialization of innovative, science-based natural health products which are distributed in more than 35 countries. The Corporation owns healthcare practitioner and specialized retail product brands that are at the forefront of science, innovation and education. Atrium has over 1,300 employees and operates seven manufacturing facilities with current Good Manufacturing Practices. Additional information is available at www.atrium-innovations.com.
Cautionary Note and Forward-Looking Statements
This press release contains certain forward-looking statements with respect to the Corporation and the Arrangement. These forward-looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Forward-looking statements are not guarantees of performance. These forward-looking statements, including financial outlooks, may involve, but are not limited to, comments with respect to the Corporation’s business or financial objectives, its strategies or future actions, its targets, expectations for financial condition or outlook for operations and future contingent payments. Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. The Corporation considers these assumptions to be reasonable based on information currently available to it, but cautions the reader that these assumptions regarding future events, many of which are beyond its control, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation and its business or the Arrangement.
For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this press release, see the Corporation’s quarterly and annual Management Discussion and Analysis for the fiscal year ended December 31, 2012 and the management information circular dated December 17, 2013 each filed with the Canadian securities commissions. The forward-looking information set forth herein reflects the Corporation’s expectations as at the date of this press release and is subject to change after such date. The Corporation disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, other than as required by law.
SOURCE Atrium Innovations Inc.
/CONTACT: Investor Relations
Vice President and Chief Financial Officer
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