9402-4874 Québec Inc. entered into a definitive arrangement agreement to acquire TSO3 Inc. (TSX:TOS) for CAD 40.6 million on August 12, 2019. Under the terms of the transaction, 9402-4874 Québec will pay CAD 0.43 in cash per share as consideration. Under the terms, other dilutive securities of TSO3 will also receive the same consideration as payable to equity shareholders. The consideration is subject to adjustment in the event the transaction expenses are greater than currently anticipated. TSO3 does not currently expect any adjustment to be made to the purchase price and in the event such an adjustment would be required, that it would be minimal. In case of termination, a termination fee of CAD 3.1 million is payable to 9402-4874 Québec. 9402-4874 Québec intends to maintain employment of TSO3’s employees for a period of 12 months following the effective date. The transaction is subject to court approval, shareholder approval of at least 66.67% of the votes cast by shareholders of TSO3 present in person or represented by proxy at the special meeting and satisfaction of all closing conditions, including the level of inventory of TSO3 as of closing. The transaction has been approved unanimously by the Board of Directors of TSO3 following the unanimous recommendation of the special committee of TSO3 composed solely of independent Directors. In connection with the proposed transaction, Directors and Officers of TSO3 holding approximately 1% of the shares (on a non-diluted basis) have agreed to vote their shares in favour of the transaction. The special meeting of shareholders of TSO3 Inc. will be held on September 23, 2019 to approve the transaction. At the special meeting held on September 23, 2019, the shareholders of TSO3 approved the transaction. As of September 26, 2019, the Superior Court of Québec issued a final order approving the transaction. The transaction is expected to close in the fourth quarter of 2019. As of September 23, 2019, the transaction is expected to complete on or about October 1, 2019. Piper Jaffray & Co acted as lead financial advisor and fairness opinion provider to TSO3 while Desjardins Capital Markets acted as financial advisor and fairness opinion provider to the special committee of TSO3. Lavery de Billy L.L.P. acted as legal counsel to TSO3, Nexsen Pruet, LLC acted as U.S. legal counsel to TSO3 and Stikeman Elliott LLP acted as legal counsel to the special committee and the Board of TSO3. Ropes & Gray LLP acted as principal legal counsel to 9402-4874 Québec and Stryker (parent of 9402-4874 Québec) while Blake, Cassels & Graydon LLP acted as Canadian legal counsel to 9402-4874 Québec and Stryker. Shorecrest Group Inc. to act as proxy solicitation agent for TSO3. 9402-4874 Québec Inc. completed the acquisition of TSO3 Inc. (TSX:TOS) on October 1, 2019.