Think Research Corporation Announces Closing of Qualifying Transaction
Toronto, Ontario–(Newsfile Corp. – December 23, 2020) – Think Research Corporation (the “Company“) today announced that pursuant to the arrangement agreement dated November 12, 2020, as amended, between AIM4 Ventures Inc. (“AIM4“) and TRC Management Holdings Corp. (“TRC“), AIM4 completed its previously announced qualifying transaction with TRC (the “Qualifying Transaction“), as described in AIM4’s filing statement dated November 27, 2020 available under the Company’s profile on SEDAR at www.sedar.com (the “Filing Statement“). Readers are referred to the Filing Statement for further details on the Qualifying Transaction. See also the press releases of the Company dated December 17, 2020, December 9, 2020, November 30, 2020, November 12, 2020 and October 14, 2020 available under the Company’s profile on SEDAR at www.sedar.com. The Qualifying Transaction was completed by way of a plan of arrangement (the “Arrangement“) under the provisions of the Business Corporations Act (Ontario) (the “OBCA“).
Pursuant to the terms of the Arrangement, and in connection with the completion of the Qualifying Transaction, the Company was formed by the amalgamation of AIM4, TRC and 2775554 Ontario Inc. (“HCP“). The common shares of the Company (the “Common Shares“)are scheduled to begin trading as a Tier 1 issuer on the TSX Venture Exchange (“TSXV“) on December 30, 2020 under the trading symbol “THNK”.
In connection with the Arrangement, among other things:
- TRC satisfied the escrow release conditions of the previously announced $33 million private placement offering (“Offering“) of TRC subscription receipts (the “Subscription Receipts“) and the escrowed funds, net of outstanding commissions and expenses payable, were released to and as directed by TRC;
- AIM4 consolidated its issued and outstanding common shares on a 24.76125 to 1 basis;
- TRC completed its previously announced acquisition of HCP;
- AIM4 acquired all the issued and outstanding shares of TRC; and
- AIM4 amalgamated with TRC and HCP, to form the Company and adopted a new long-term incentive plan.
Upon completion of the Arrangement, there will be approximately 35,870,802 Common Shares issued and outstanding on a non-diluted basis and 36,333,903 Common Shares issued and outstanding on a fully-diluted basis. The Common Shares will be owned as follows: (1) approximately 98.8% by former TRC shareholders (including former holders of Subscription Receipts) and approximately 1.2% by former AIM4 shareholders, on an undiluted basis; and (2) approximately 98.6% by former TRC shareholders (including former holders of Subscription Receipts), former holders of TRC options and former holders of TRC warrants and approximately 1.4% by former AIM4 shareholders, former holders of AIM4 options and former holders of AIM4 warrants, on a fully diluted basis.
As previously announced, TRC completed the Offering for gross proceeds of $32,998,269. In connection with the closing of the Arrangement, the 7,096,402 Subscription Receipts issued pursuant to the Offering were automatically converted into 7,096,402 common shares of TRC. Pursuant to the Arrangement, each such common share of TRC was ultimately exchanged for one Common Share. The brokered portion of the Offering was co-led by Canaccord Genuity Corp. and Cormark Securities Inc, as co-lead agents and co-lead bookrunners. The agents received $1,941,191.32 aggregate commission in respect of the brokered portion of the Offering.
The Company also announces that Sam Ifergan is retiring as a director of the Company following completion of the Arrangement. Following the Arrangement, the Company’s board of directors consists of six directors, namely Cindy Gray, Barry Reiter, Richard Wells, Kirstine Stewart, Abe Schwartz and Sachin Aggarwal. Following Mr. Ifergan’s departure, Kirstine Stewart will serve on the audit committee of the Company. The Company thanks Mr. Ifergan for his service on the Company’s board of directors and his support over the past several years enabling the Company to reach this milestone transaction.
In addition, the Company has reached agreement with National Bank of Canada for the continuance of TRC’s existing secured operating line of credit. The line of credit is in the amount of $10 million and has a nil balance outstanding. The facility expires on June 30, 2021 and contains terms, conditions, covenants and restrictions typical for a facility of this nature. The Company does not currently intend to draw on the facility.
About Think Research Corporation
The Company, as successor to the business of TRC, is an industry leader in delivering integrated digital healthcare solutions. The Company’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. The Company 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.
Cautionary Note Regarding Forward Looking Information
This press release contains statements that constitute “forward-looking information” (“forward-looking information“) within the meaning of the applicable Canadian securities legislation, All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates and projections as at the date of this news release. Any statement that discusses predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information. In disclosing the forward-looking information contained in this press release, the Company has made certain assumptions, including that all applicable regulatory approvals for the Qualifying Transaction will be received. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, it can give no assurance that the expectations of any forward-looking information will prove to be correct. Known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking information. Such factors include, but are not limited to: availability of financing; delay or failure to receive regulatory approvals; and general business, economic, competitive, political and social uncertainties, including the effects of COVID-19. Accordingly, readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking information to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking information or otherwise.
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.
Neither the 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.
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