Novomed Limited entered into a definitive arrangement agreement to acquire 12.6% stake in Novoheart Holdings Inc. (TSXV:NVH) for CAD 12.6 million on September 15, 2020. Under the terms of the deal, Novomed will acquire all of the issued and outstanding common shares of Novoheart, other than those Novoheart shares currently owned by certain shareholders for cash consideration of CAD 0.53 per Novoheart share. All currently outstanding stock options to purchase Novoheart shares will be deemed to be unconditionally vested and exercisable and be deemed to be assigned, transferred and disposed of in exchange for a cash payment equal to the amount by which the consideration exceeds the exercise price per Novoheart share issuable pursuant to the options. The options shall subsequently be immediately cancelled pursuant to the arrangement. As contemplated in the agreement, prior to the completion of the arrangement, Ronald Li and the rollover shareholders have agreed to transfer certain Novoheart Shares they own to Novomed in exchange for shares of Novomed. Ronald Li currently owns or controls a total of 77.2 million Novoheart Shares, representing in aggregate approximately 40.91% of the currently issued and outstanding Novoheart shares. The rollover shareholders as group, own or control a total of 164.9 million Novoheart shares, representing in aggregate approximately 87.4% of the currently issued and outstanding Novoheart shares. The rollover shareholders, who in the aggregate own 164.9 million Novoheart shares representing 87.4% of the issued and outstanding Novoheart Shares, have entered into customary voting agreements to vote in favor of the arrangement through their rollover agreements. The transaction contains customary deal protection provisions which, among other matters, restrict Novoheart from soliciting, assisting, initiating, knowingly encouraging or facilitating any inquiry, proposal, or offer concerning alternative acquisition proposals. However, the transaction permits Novoheart to respond to unsolicited written acquisition proposals under certain circumstances which include where such acquisition proposal constitutes or could reasonably constitute or lead to a "superior proposal". Novomed has the right to match any competing proposal for Novoheart in the event a superior proposal is made. Following closing of the transaction, Novomed will apply to have the Novoheart shares de-listed from the TSXV. No termination fee is payable by Novoheart should the Novomed elect not to match such competing proposal and Novoheart elect to pursue such proposal. Closing of the transaction is subject to the satisfaction of a number of conditions customary, including the receipt of certain regulatory, approval by the TSX Venture Exchange, Supreme Court of British Columbia and stock exchange approvals, dissent rights have not been exercised with respect to more than ten percent of the issued and outstanding shares of Novoheart and approval of at least 66% of the votes cast in person or by proxy at the special meeting, and the approval of a "majority of the minority" of the shareholders of each party. The Board, after consulting with its financial and legal advisors, unanimously determined that the consideration to be received by the shareholders pursuant to the transaction is fair to such shareholders and that the transaction is in the best interests of Novoheart. The Board has approved the terms of the transaction and unanimously recommends that all shareholders vote in favor of the transaction at the special Shareholders' meeting to be called to consider the transaction. The Board of Directors of Novoheart formed a committee of independent Directors to, among other things, review and evaluate the terms of the proposed transaction. KPMG LLP, the financial advisor to the special committee, has provided an oral fairness opinion that in its opinion, and based upon and subject to certain assumptions and limitations, the consideration to be received by holders of Novoheart Shares pursuant to the transaction is fair, from a financial point of view, to such shareholders. Novoheart will hold a special meeting on November 10, 2020. As of November 10, 2020, the shareholders of Novoheart Holdings voted in favor of transaction. Supreme Court of British Columbia approved the transaction on November 13, 2020. Joseph Garcia of Blake, Cassels & Graydon LLP acted as legal advisor to Novoheart. Farris LLP acted as legal counsel to the Special Committee of Novoheart. KPMG acted as financial advisor and fairness opinion provider to Novoheart. Stephen P. Robertson of Borden Ladner Gervais LLP acted as legal counsel to Novomed. TSX Trust is acting as transfer agent and registrar of Novoheart Holdings. Novomed Limited completed the acquisition of 12.6% stake in Novoheart Holdings Inc. (TSXV:NVH) on November 18, 2020. The delisting of the Novoheart Shares from the TSXV is expected to occur at the close of business on or about November 20, 2020. It is also anticipated that Novoheart Holdings will cease to be a reporting issuer under applicable Canadian securities laws shortly thereafter. The Arrangement remains subject to the final approval by the TSX Venture Exchange.