TORONTO, ONTARIO–(Marketwired – Aug. 26, 2016) – Prism Medical Ltd. (“Prism Medical“) (TSX VENTURE:PM) today announces the results of its special meeting (the “Special Meeting“) of the holders of common shares of Prism Medical (the “Shareholders“) held today. At the Special Meeting, Shareholders passed a resolution to approve the previously announced arrangement between Handicare Holdings Ltd. (“Handicare“), an indirect wholly-owned subsidiary of Handicare Group AB, and Prism Medical pursuant to which Handicare will acquire all of the outstanding common shares of Prism Medical for $14.00 per share by way of a court approved plan of arrangement under the Business Corporations Act (Ontario) (the “Arrangement“).
The required shareholder approval thresholds were met with the Arrangement being approved by approximately 99.9% of the votes cast by Shareholders present in person or represented by proxy at the Special Meeting.
Completion of the Arrangement is subject to the receipt of a final order of the Ontario Superior Court of Justice (the “Court“), which is expected to be sought on August 29, 2016. In addition, certain closing conditions customary in transactions of this nature are required in order for the Arrangement to occur. Provided that approval of the Court is granted and all other closing conditions are satisfied or waived, Prism Medical expects the Arrangement to be completed shortly following receipt of the final order.
ABOUT PRISM MEDICAL
Prism Medical is a vertically integrated manufacturer and leading provider of equipment and services used to move and handle mobility challenged individuals in a safe and dignified manner. Prism Medical’s products are marketed under the brand names of Prism Medical, ErgoSafe, Waverley Glen and Nightingale in the homecare, acute care and long-term care markets throughout North America. Prism Medical offers solutions that encourage improved care, quality of life and mobility, while seeking to lower the overall cost of the caregiving function in a number of ways, including reducing the incidence of handling-related injuries among caregivers. Through its network of dealers, Prism Medical provides an integrated suite of products and services that make homecare a viable option for many people. For further information visit Prism Medical’s website at www.prismmedicalltd.com or www.sedar.com.
ABOUT HANDICARE GROUP AB
Handicare was founded in 1986 and supplies technical aids for the elderly and physically disabled. Its products include stairlifts, transfer and lifting products, automobile adaptation solutions and homecare products. Handicare’s brand products are distributed through a comprehensive network of professional dealers and distributors in 30 countries around the world. Through its subsidiary Puls, the group is also a market leader in the sale of capital goods and consumables to hospitals and institutions in Norway. Handicare has 950 employees and its headquarters in Kista, Sweden, and has subsidiaries in Norway, Denmark, Germany, the Netherlands, England, Belgium, France, and the US. For more information, please see www.handicare.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations of management of Prism Medical regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied, and the timing for completing the Arrangement. The words “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “aim”, “endeavour”, “project”, “continue”, “predict”, “potential”, or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.
Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management’s control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.
The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including approval by Prism Medical’s shareholders and court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the Amended Arrangement Agreement. Additional risks and uncertainties regarding Prism Medical are described in its most recent financial statements and MD&A which are available on SEDAR at www.sedar.com.
This forward-looking information represents management’s views as of the date of this press release. While subsequent events and developments may cause such views to change, Prism Medical does not intend to update this forward-looking information, except as required by applicable securities laws.
