VANCOUVER, BC, April 16, 2021 /CNW/ - CRH Medical
Corporation (TSX: CRH) (NYSE: CRHM) ("CRH" or the
"Company") today announced that its securityholders approved
the acquisition of CRH by a subsidiary of WELL Health Technologies
Corp. ("WELL Health") at the special meeting of CRH
securityholders today.
The special resolution approving the arrangement was approved
by: (i) 97.30% of the votes cast by CRH shareholders present in
person or represented by proxy at the meeting; (ii) 97.49% of the
votes cast by CRH shareholders, share unitholders and optionholders
voting as a single class present in person or represented by proxy
at the meeting; and (iii) 97.27% of the votes cast by "minority"
CRH shareholders in accordance with Part 8 of Multilateral
Instrument 61-101 – Protection of Minority Securityholders in
Special Transactions.
Upon closing of the arrangement, CRH shareholders will receive
US$4.00 per common share in cash,
less any applicable withholding taxes.
The arrangement is subject to court and regulatory approvals and
clearances, as well as other customary closing conditions. Subject
to the satisfaction of such conditions, the transaction is expected
to be completed on or about April 22,
2021.
About CRH Medical Corporation:
CRH Medical Corporation is a North American company focused on
providing gastroenterologists throughout the United States with innovative services and
products for the treatment of gastrointestinal diseases. In 2014,
CRH became a full-service gastroenterology anesthesia company that
provides anesthesia services for patients undergoing endoscopic
procedures in ambulatory surgical centers. To date, CRH has
completed 33 anesthesia acquisitions, and now serves 72 ambulatory
surgical centers in 15 states. In addition, CRH owns the CRH
O'Regan System, a single-use, disposable, hemorrhoid banding
technology that is safe and highly effective in treating all grades
of hemorrhoids. CRH distributes the O'Regan System, treatment
protocols, operational and marketing expertise as a complete,
turnkey package directly to gastroenterology practices, creating
meaningful relationships with the gastroenterologists it serves.
CRH's O'Regan System is currently used in all 48 lower US
states.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information included or incorporated by
reference in this document may constitute "forward-looking
statements" within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and "forward-looking information"
within the meaning of Canadian securities laws (collectively,
"forward-looking statements"). Forward looking statements
include statements regarding the acquisition of the Company by WELL
Health and the expected timetable for completing such proposed
transaction, as well as all other statements that are not
statements of historical fact. Forward-looking statements are
generally identifiable by use of the words "may," "will," "should,"
"expect," "anticipate," "estimate," "believe," "plan," "intend" or
"project" or the negative of these words or other variations on
these words or comparable terminology.
Forward-looking statements reflect current expectations of
management regarding future events and performance as of the date
of this document and involve known and unknown risks, uncertainties
and other factors which may cause our actual results to be
materially different those expressed or implied by any
forward-looking statements. These forward-looking statements should
not be read as guarantees of future results, and there can be no
assurance that the results expressed or implied by any
forward-looking statements will be achieved. Important factors that
could cause actual results to differ materially from the results
discussed in forward-looking statements include: (i) the risk that
regulatory or other approvals required for the transaction may be
delayed or not obtained, or are obtained subject to conditions that
are not anticipated; (ii) the possibility that certain other
conditions to the consummation of the proposed transaction will not
be satisfied or completed on a timely basis, or at all; (iii) the
risk that the financing necessary for the consummation of the
proposed transaction is unavailable at the closing; (iv) the risk
of disruption from the announcement, pendency and/or completion of
the potential transaction, including potential adverse reactions or
changes to business relationships with customers, employees,
suppliers or regulators, making it more difficult to maintain
business and operational relationships; (v) uncertainties related
to developments in the COVID-19 pandemic and its impact on the
Company's operations and the completion of the proposed
transaction; and (vi) uncertainties related to general economic,
financial, regulatory and political conditions, as well as
potential changes in law and regulatory interpretations.
Additional factors that could cause actual results to differ
materially from expectations include, without limitation, the risks
identified by the Company in its most recent Annual Report on Form
10-K, its Quarterly Reports on Form 10-Q and its Current Reports on
Form 8-K, which are available on EDGAR at
www.sec.gov/edgar.shtml or on the Company's website at
www.crhmedcorp.com. The Company disclaims any intent
or obligations to update or revise publicly any forward-looking
statements whether as a result of new information, estimates or
options, future events or results or otherwise, unless required to
do so by law.
View original
content:http://www.prnewswire.com/news-releases/crh-medical-securityholders-approve-acquisition-by-well-health-301270828.html
SOURCE CRH Medical Corporation