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Robex Resources Inc. has made significant strides in its collaboration with Predictive Discovery Limited. Following their announcement, the company has filed an addendum to the management information circular dated November 11. This new document details modifications made to the previously established arrangement agreement, which was originally set forth on October 5.
The purpose of these changes is to enhance the acquisition process wherein Acquireco, a wholly-owned subsidiary of Predictive, intends to obtain all issued Robex Shares through a structured plan under Quebec’s Business Corporations Act.
Table of Contents:
Key Details of the Amendment
The addendum serves as a crucial piece of communication directed at Robex shareholders, ensuring they are well-informed ahead of the special meeting scheduled for December 30. This meeting will provide an opportunity for shareholders to deliberate on a special resolution that aims to approve the arrangement.
Shareholder Participation and Meeting Logistics
As part of the arrangements, the record date for determining eligible Robex shareholders remains fixed at 5:00 p.m. Eastern Time on November 3. The forthcoming meeting is set to begin at 8:00 a.m. Eastern Time, allowing shareholders to voice their opinions on the Arrangement Resolution. Notably, this meeting has been rescheduled to ensure ample time for shareholders to submit their proxies or voting instructions.
To participate in this meeting, it is essential for shareholders to register online before the cutoff date of December 22. The virtual format facilitates broader access, enabling shareholders to engage from various locations.
Recommendations from the Board
Robex’s board of directors, after thorough discussions and consultations with independent advisors, has expressed its unanimous support for the amended agreement. They firmly believe that the terms are advantageous for Robex shareholders. This endorsement stems from an in-depth analysis conducted by the Robex Special Committee, which has recommended that shareholders vote in favor of the resolution.
Details on Amended Consideration
Under the amended agreement, Robex shareholders will receive an updated consideration of 7.862 fully paid ordinary shares of Predictive for every Robex share held. Post-transaction, ownership of the combined entity will be approximately split, with existing Predictive shareholders holding about 53.5% and previous Robex shareholders owning around 46.5%, based on a fully diluted basis.
Fairness Opinions and Financial Insights
To ensure transparency and fairness, both Cormark Securities Inc. and Canaccord Genuity Corp. have been engaged to assess the financial implications of the amended terms. Their findings confirm that the revised consideration is financially sound for Robex shareholders, providing confidence in the transaction.
The complete details of these fairness opinions, which support the board’s stance, are included as an exhibit in the addendum, providing shareholders with valuable insights into the financial rationale behind the agreement.
Pro Forma Capitalization and Financial Position
As a result of the changes, the pro forma capitalization of the newly combined entity has been updated, reflecting the new exchange ratio. The projected total number of shares will amount to approximately 4,793,405,455 on a fully diluted basis after the arrangement.
Furthermore, the unaudited pro forma financial data, which outlines the expected financial position of the combined company, has also been revised to align with the new terms. This information is designed to offer shareholders a clear understanding of the financial landscape moving forward.
Conclusion and Next Steps
In summary, Robex Resources Inc. is moving forward with its arrangement with Predictive Discovery, bolstered by a strong recommendation from its board and independent financial advisors. Shareholders are encouraged to review the addendum and participate in the upcoming meeting to make informed decisions regarding their investments.
For any further inquiries, shareholders can refer to the resources provided in the addendum and stay updated on the latest developments surrounding the transaction.
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