Robex Resources Inc. has updated its shareholders regarding an amended arrangement with Predictive Discovery Limited. Following the initial announcement on December 10, Robex has submitted an addendum to its management information circular dated November 11. This document outlines the details of the Amending Agreement established between Robex, Predictive Discovery, and 9548-5991 Québec Inc., referred to as Acquireco.
The amendment relates to a prior arrangement agreement that was first outlined on October 5.
According to this agreement, Acquireco, a wholly owned subsidiary of Predictive, is poised to acquire all outstanding shares of Robex. This transaction will occur through a statutory plan of arrangement under the Business Corporations Act in Québec, representing a significant milestone for both companies.
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Key dates and details for shareholders
The record date for identifying Robex shareholders entitled to participate in the upcoming special meeting remains unchanged. It is set for 5:00 PM Eastern Time on November 3. This corresponds to 6:00 AM Australian Western Standard Time on November 4.
The special meeting is scheduled for December 30 at 8:00 AM Eastern Time, which is 9:00 PM Australian Western Standard Time. During this meeting, shareholders will have the opportunity to vote on the Arrangement Resolution, which seeks approval for the transaction. Robex has made the addendum available on its SEDAR+ profile for shareholders to review.
Recommendations from the board
Following consultations with independent advisors and a unanimous recommendation from the special committee of Robex’s independent directors, the board has determined that the arrangement serves the best interests of the corporation. The board assessed the amended consideration for shareholders and concluded that it is financially fair. They strongly recommend that shareholders vote in favor of the arrangement resolution during the upcoming meeting.
Postponement of the meeting
The meeting, originally scheduled for December 15, has been postponed to allow shareholders more time to submit their voting proxies or instructions. This decision reflects Robex’s commitment to transparency and ensures that shareholders can fully engage in the decision-making process. Shareholders wishing to participate in the virtual meeting must register online by December 22.
Proxy submission guidelines
Shareholders are reminded that the proxy form, voting instruction form, and letter of transmittal included with the original circular remain valid. Those who have already voted and do not wish to change their votes need not take any further action. However, for shareholders who have yet to submit their proxies or wish to revise their choices, the deadline has been extended to 5:00 PM Eastern Time on December 29.
For holders of CHESS Depositary Interests (CDI), the deadline for submitting voting instruction forms has also been extended. These forms must be received by the corporation’s CDI register by 5:00 PM Eastern Time on December 28. Shareholders are encouraged to act promptly to ensure their votes are counted.
Additional insights on the amended agreement
The addendum aims to provide shareholders with enhanced information to facilitate informed decisions regarding the arrangement resolution. Under the amended agreement, Robex shareholders will receive 7.862 fully paid ordinary shares of Predictive for each Robex share held. This adjustment modifies the ownership structure post-transaction, with existing Predictive shareholders holding approximately 53.5% of the combined entity, while former Robex shareholders will own around 46.5%.
To ensure fairness in this transaction, both Cormark Securities Inc. and Canaccord Genuity Corp. have issued updated fairness opinions. These opinions confirm that the amended consideration is fair from a financial perspective for Robex shareholders. The complete text of these opinions is included in the addendum for shareholder review.
Pro forma capitalization post-transaction
Updates on Robex and Predictive Discovery merger
The transition to the amended consideration has led to necessary updates to the pro forma capitalization of the combined company. As of June 30, the adjustments reflect the new dynamics of the merged entity, highlighting significant changes in the number of outstanding securities and their respective percentages. These details are essential for shareholders to grasp the financial implications of the arrangement.
The developments surrounding the Robex and Predictive Discovery merger mark a pivotal moment for both companies. Shareholders are urged to review the addendum meticulously, participate in the upcoming meeting, and consider the recommendations presented by the board.
