Beedie Capital entered into an arrangement agreement to acquire remaining stake in Think Research Corporation (TSXV : THNK) from shareholders.
The Transaction is to be effected by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) and is expected to close in the second quarter of 2024, subject to shareholder, court and regulatory approvals and other closing conditions customary to transactions of this nature. The Arrangement Agreement was approved unanimously by the Board (with any interested director abstaining from voting due to his or her participation in the Transaction as a Continuing Shareholder), after taking into account, among other things, the unanimous recommendation of a special committee (the ?Special Committee?) of the Board comprised of Richard Wells, Cindy Gray and Jeffrey Orridge, each an independent director of the Company. Each of the Continuing Shareholders and certain other shareholders, directors that hold Shares and certain officers of the Company has entered into a voting support agreement, pursuant to which they have agreed to, among other things, vote their Shares, which represent approximately 48.21% of all of the Shares, in favour of the Transaction at the Meeting is expected to be held in early April 2024. The Transaction must be approved not only by at least twothirds (66?%) of the votes cast by shareholders, but also by a majority of the minority in accordance with Multilateral Instrument 61-101 ? Protection of Minority Security Holders in Special Transactions (?MI 61-101?), and by the Ontario Superior Court of Justice. Completion of the Transaction is not subject to any financing condition.
Canaccord Genuity Corp. is acting as financial advisor and fairness opinion to the Special Committee of Think Research. Cassels Brock & Blackwell LLP is acting as independent legal advisor to the Special Committee of Think Research. Stikeman Elliott LLP is acting as legal advisor to Think Research. Dentons Canada LLP is acting as legal advisor to Beedie Capital.