Robex Resources Inc. announced significant updates regarding its relationship with Predictive Discovery Limited. On December 10, the corporation informed its stakeholders about an addendum to the management information circular dated November 11. This addendum introduces critical details about the amendment agreement formed among Robex, Predictive Discovery, and 9548-5991 Québec Inc., referred to as Acquireco. This amendment alters the initial arrangement agreement established on October 5, where Acquireco, a wholly-owned subsidiary of Predictive, is set to acquire all outstanding shares of Robex through a statutory plan of arrangement.
The meeting for Robex shareholders is scheduled for December 30 at 8:00 a.m. Eastern Time, where shareholders will vote on a special resolution to approve the transaction. The record date to determine eligible shareholders is set at 5:00 p.m. Eastern Time on November 3. This timeline ensures that all stakeholders are adequately informed and prepared to participate in the upcoming meeting.
Details of the amended agreement
The addendum serves as an essential supplement to the previous circular, providing shareholders with comprehensive insights regarding the amendment agreement. Under the new terms, Robex shareholders will receive 7.862 fully paid ordinary shares in Predictive for each Robex share they hold, termed the amended consideration. Following the completion of the transaction, Predictive shareholders will hold approximately 53.5% and former Robex shareholders will comprise around 46.5% of the total equity.
Support from the board of directors
Following a thorough evaluation, the board of directors of Robex, after consulting with independent financial advisors, has unanimously endorsed the amended agreement. The Robex Special Committee has recommended that shareholders support the arrangement resolution at the forthcoming meeting. This endorsement highlights the committee’s belief that the terms of the deal are favorable for Robex shareholders, ensuring that their interests are prioritized.
Postponement and shareholder participation
Originally scheduled for December 15, the meeting has been postponed to December 30 to allow shareholders additional time to submit their proxies or voting instruction forms. This extension aims to enhance participation and ensure that every shareholder has the opportunity to voice their opinion regarding the approval of the transaction.
The meeting will be conducted virtually, and shareholders must register online to participate. The registration deadline is set for December 22 at 5:00 p.m. Eastern Time. Once registered, shareholders can access the meeting through the provided links, which will serve as the entry point for the virtual gathering.
Proxy submission details
Robex shareholders are reminded that the previously mailed proxy and voting instruction forms remain valid. Those who have already cast their votes do not need to take any additional action unless they wish to change their votes. However, for those who have not yet voted, the deadline for submitting proxies has been extended to December 29 at 5:00 p.m. Eastern Time. It is essential that these forms are submitted to the corporation’s transfer agent by the revised proxy deadline to ensure their validity.
Financial fairness opinions and pro forma capitalization
To ensure transparency and fairness in the transaction, both Cormark Securities Inc. and Canaccord Genuity Corp. have provided updated fairness opinions regarding the amended consideration offered to Robex shareholders. These opinions confirm that the terms are financially fair, supporting the board’s recommendation for approval.
The pro forma capitalization of the combined company has been updated to reflect the amended exchange ratio. As of June 30, the projected total securities of the combined entity will include approximately 4,793,405,455 Predictive shares among other instruments, showcasing a robust financial structure post-transaction.
This addendum to the information circular is crucial for shareholders as it outlines the amended terms of the agreement and provides necessary insights for informed decision-making at the upcoming meeting. Stakeholders are encouraged to review all materials thoroughly and participate actively in the process.