AIM4 Ventures Inc. Announces Proposed Qualifying Transaction with Think Research
Toronto – October 14, 2020 – AIM4 Ventures Inc. (TSXV: AIMD.P) (the “Company” or “AIM4”) is pleased to announce that it has entered into a non-binding letter of intent dated October 14, 2020 (the “LOI“) with TRC Management Holdings Corp. (“TRC”), the parent company of Think Research Corporation, regarding a proposed transaction to acquire all of the issued and outstanding securities of TRC (the “Transaction“). Upon completion of the Transaction, the combined entity (the “Resulting Issuer“) will continue the business of TRC.
The LOI provides that it will be superseded and replaced with a binding definitive agreement that will contain customary covenants, representations, warranties and other terms for agreements of a like nature (the “Agreement”).
“This step towards a public listing presents an exciting growth opportunity for Think Research,” says TRC CEO, Sachin Aggarwal, “digital health companies in Canada are more relevant now, than ever before and we look forward to continuing to work towards completing this transaction.”
TRC was incorporated on March 7, 2014 under the Business Corporations Act (Ontario) (the “OBCA”). TRC is an industry leader in delivering integrated digital healthcare solutions. TRC’s focused mission is to organize the world’s health knowledge so everyone gets the best care. Its evidence-based healthcare technology solutions support the clinical decision-making process, standardize care, and improve patient outcomes. For over a decade, TRC’s cloud-based, EMR-agnostic digital tools have empowered clinicians around the world and impacted millions of patients across the continuum of care — from acute to primary, community and seniors care. TRC is proud to serve as a trusted health system partner to a rapidly growing global client base that spans three continents and more than 2,200 healthcare facilities.
AIM4 was incorporated on November 29, 2018 under the OBCA and is a reporting issuer in the provinces of British Columbia, Alberta, Ontario, New Brunswick and Nova Scotia. The Transaction is intended to constitute the “Qualifying Transaction” of the Company as such term is defined in Policy 2.4 – “Capital Pool Companies” (the “Policy”) of the TSX Venture Exchange (the “Exchange“) Corporate Finance Manual.
Terms of the Transaction
Subject to Exchange acceptance, the completion of the Concurrent Financing and the HCP Acquisition (each as defined below), and the satisfaction of other conditions to be contained in the Agreement, the Transaction will be completed by way of a plan of arrangement pursuant to the OBCA, the result of which will be that each common share of TRC (each, a “TRC Share”) will be exchanged for common shares of the Resulting Issuer (the “Resulting Issuer Shares”) at a ratio to be determined by the parties (which is presently intended to be 1:1) (the “Exchange Ratio”). The issued and outstanding Class A Preferred Shares and Class B Preferred Shares of TRC (the “Preferred Shares”) will be acquired, redeemed or repurchased in connection with the Transaction in a manner determined by the parties hereto to be beneficial or advisable.
Immediately prior to the Transaction, each common share of AIM4 (each, an “AIM4 Share”), will be consolidated pursuant to the terms of the Agreement (the “Consolidation”).
Prior to the completion of the proposed Transaction, each (a) option to acquire TRC Shares (each, a “TRC Option”) will be exchanged at the Exchange Ratio (or such other ratio to be determined by the parties) for options to acquire Resulting Issuer Shares on substantially the same terms as such TRC Option; and (b) warrant to purchase TRC Shares (each, a “TRC Warrant”) will be exchanged at the Exchange Ratio (or such other ratio to be determined by the parties) for warrants to acquire Resulting Issuer Shares on substantially the same terms as such TRC Warrant.
The proposed Transaction is not a Non-Arm’s Length Qualifying Transaction pursuant to the Policy. As a result, the Company is not required to obtain shareholder approval for the proposed Transaction pursuant to the policies of the Exchange. However, AIM4 shall hold a shareholder meeting to approve, among other matters: (i) the Transaction; (ii) the Consolidation; (iii) if necessary, the adoption of a new general by-law; (iv) the election of the Board Nominees (as defined below) if determined necessary according to applicable law; (v) the Name Change (as defined below); and (vi) if necessary, the adoption of a new equity compensation plan. TRC shall hold a shareholder meeting to approve, among other matters, the Transaction.
Board of Directors and Management and Name Change
Subject to compliance with applicable laws and approval by the Exchange and the filing of all required materials, including personal information forms, the members of the board of directors of the Resulting Issuer will be determined at the sole discretion of TRC (the “Board Nominees”). Management of the Resulting Issuer will be determined at the sole discretion of TRC.
It is intended that the Resulting Issuer change its name to such name as determined by TRC, in its sole discretion (the “Name Change”).
Prior to closing of the Transaction (“Closing”), TRC, or a wholly owned subsidiary thereof, intends to acquire all the issued and outstanding securities of HealthCare Plus NewCo (the “HCP Acquisition”).
Concurrent with closing of the Transaction, it is proposed that TRC will complete an equity financing (the “Concurrent Financing”) by way of a brokered private placement of securities for gross proceeds of not less than $25,000,000. It is intended that a portion of the proceeds of the Concurrent Financing will be used to fund the HCP Acquisition and the acquisition, redemption or repurchase of the Preferred Shares.
The structure of the Transaction and the Concurrent Financing will be determined by the parties on the basis of securities, tax and corporate law considerations, as well as the rules and policies of the Exchange. It is intended that the Concurrent Financing will be sold through Canaccord Genuity (“CGF”) as the lead selling agent. If necessary, CGF will also serve as the sponsor of the Transaction in accordance with the rules and policies of the Exchange. As consideration for CGF serving as lead selling agent and, if applicable, as sponsor, TRC will pay to CGF fees in such amounts to be negotiated with CGF on terms consistent with transactions similar to the Concurrent Financing and the Transaction.
Conditions to Closing
The Transaction is conditional upon, among other things:
- the Company shall complete the Consolidation;
- TRC shall have completed the Concurrent Financing and the HCP Acquisition;
- the parties will have received all necessary regulatory and third-party consents, approvals and authorizations as may be required in respect of the Transaction, including, but without limitation, acceptance of the Exchange;
- completion of due diligence to the satisfaction of the parties;
- approval of the board of directors of each party to final terms and conditions of the Transaction as set forth in the Agreement and all other necessary matters related thereto prior to the signing of the Agreement;
- the signing of the Agreement;
- completion of all matters, and the satisfaction of all conditions (unless waived in writing), under the Agreement required to be completed or satisfied on or before closing of the Transaction including but not limited to completion of the Concurrent Financing; and
- the securityholders of each party will have approved the Transaction, if required, and matters ancillary thereto.
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless an exemption or waiver from the sponsorship requirement is available. The Company and TRC are currently reviewing the requirements for and may apply for an exemption from the sponsorship requirements pursuant to the policies of the Exchange. The Company and TRC intend to include any additional information regarding sponsorship in a subsequent press release.
Trading in the AIM4 Shares is presently halted. It is uncertain whether the shares of the Company will resume trading until the Transaction is completed and approved by the Exchange.
The Company will issue additional press releases related to the final legal structure of the Transaction, financing terms, sponsorship, financial information regarding TRC, the names and background of insiders of the Resulting Issuer and other material information as it becomes available.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable, pursuant to the requirements of the Exchange, shareholder approval. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the filing statement or information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Service Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Not for distribution to United States newswire services or for dissemination in the United States. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available
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This press release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the Agreement, the Concurrent Financing and the HCP Acquisition. Forward-looking information consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the Agreement, the Concurrent Financing and associated transactions, that the ultimate terms of the Transaction, the Agreement, the Concurrent Financing, the HCP Acquisition and associated transactions will differ from those that currently are contemplated, and that the Transaction, the Agreement, the Concurrent Financing and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. Factors that could cause the actual results to differ materially from those in forward-looking statements include, failure to obtain regulatory approval, the continued availability of capital and financing, and general economic, market or business conditions. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement. The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Company, TRC, their securities, or their respective financial or operating results. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise.