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Robex Resources Inc. has announced a significant update regarding its acquisition agreement with Predictive Discovery Limited. This follows the initial announcement about the amended arrangement agreement. Predictive aims to acquire all issued common shares of Robex through a statutory plan of arrangement under the Quebec Business Corporations Act.
Table of Contents:
Details of the amendment
The most recent addendum to the management information circular has been filed to inform shareholders of the changes made to the existing agreement.
The acquisition will be carried out by Acquireco, a wholly-owned subsidiary of Predictive. This arrangement is designed to facilitate the acquisition of Robex Shares, which refer to the common shares of Robex.
Meeting date and vote information
Robex shareholders are invited to attend a special meeting at 8:00 a.m. Eastern Time (9:00 p.m. AWST). The record date to identify eligible shareholders was established as a previous date. During this meeting, shareholders will vote on a special resolution referred to as the Arrangement Resolution, which seeks approval for the proposed transaction.
To facilitate participation, shareholders are required to register online by a specified date. The meeting will take place virtually, enabling shareholders to engage from their respective locations. Registration links will be provided as the means to access the meeting.
Proxies and voting instructions
Robex has announced an extension for submitting proxies until 5:00 p.m. Eastern Time on a specified date. Shareholders who have already submitted their voting forms are not required to take further action unless they wish to modify their votes. Those who have not yet submitted their proxies should adhere closely to the updated instructions outlined in the addendum.
Fairness opinions from financial advisors
In response to recent amendments, Robex’s board of directors, advised by its special committee, has unanimously concluded that the arrangement benefits shareholders. They have obtained fairness opinions from Cormark Securities Inc. and Canaccord Genuity Corp., which confirm that the revised consideration is fair from a financial standpoint. Both firms have issued updated opinions endorsing the board’s recommendation.
The amended arrangement stipulates that Robex shareholders will receive 7.862 shares of Predictive for each share they own. Following the transaction, shareholders of Predictive are projected to control approximately 53.5% of the newly formed entity, while former Robex shareholders will retain about 46.5%.
Pro forma capitalization and financial projections
The accompanying addendum details the pro forma capitalization of the merged companies post-arrangement. The updated figures illustrate adjustments in the anticipated number of common shares and other securities once the transaction is finalized. The document presents an overview of the expected share distribution among stakeholders of Predictive and Robex.
The unaudited pro forma financial information has been adjusted to reflect the new terms of the arrangement, illustrating the expected financial position of the combined entity. This information is essential for shareholders to evaluate the potential impacts of the transaction on their investments.
Next steps
The updates from Robex Resources regarding its agreement with Predictive Discovery are significant for shareholders. Extended deadlines for proxy submissions and the virtual format of the upcoming meeting are designed to encourage maximum participation. Shareholders should closely review the addendum and prepare to cast their votes on the resolution regarding the arrangement.
The proposed acquisition signifies a substantial opportunity for both companies. The board of Robex is confident that this transaction will benefit its shareholders in the future.
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