Vancouver, BC – July 7, 2020 – Apteryx Imaging Inc. (“Apteryx” or the “Company“) today announced that it has obtained an interim order from the Supreme Court of British Columbia for its previously announced proposed plan of arrangement, pursuant to which a PDDS Buyer, LLC (“Planet DDS“) subsidiary will acquire all of the Company’s outstanding common and preferred shares for CAD$0.65 per share in an all-cash transaction (the “Transaction“). The Company has also filed the management information circular (the “Circular”) and related materials for the annual general and special meeting of securityholders (the “Meeting“) to be held on August 5, 2020 under its profile on SEDAR. As previously announced in the Company’s press release dated June 26, 2020, in addition to annual business, including the election of directors and appointment of an auditor, at the special business portion of at the Meeting, securityholders of the Company will consider and vote on the approval of the Transaction.
This year, in light of the ongoing COVID-19 pandemic, the Meeting will be held by way of virtual only format whereby securityholders may participate in the Meeting remotely. The Meeting is scheduled to begin at 10:00 a.m. (Vancouver time). Securityholders of record as of the close of business on June 30, 2020 are entitled to receive notice of and to vote at the Meeting.
The Company welcomes all registered securityholders and duly appointed proxyholders who wish to participate to the online Meeting to do so by joining the live webcast available at https://web.lumiagm.com/293064344. As usual, only duly appointed proxyholders will be allowed to vote and intervene during the live Meeting. Unregistered securityholders and guests will be able to watch the online Meeting via the live webcast available at the same link.
Instructions to vote and participate in the online Meeting, including submitting questions to management and to the Chairman of the Board of Directors of the Company, will be available on the Company’s website and on the online Meeting platform. Apteryx encourages securityholders to vote and submit their proxies prior to the Meeting.
The Board of Directors, after receiving the unanimous recommendation of a special committee of independent directors (the “Special Committee”) and in consultation with its financial and legal advisors, has determined that the Transaction is in the best interests of the Company and fair to Apteryx securityholders and unanimously recommends that Apteryx securityholders vote in favor of the Transaction.
The Circular and other meeting materials are available under Apteryx’s profile at www.sedar.com.
About Apteryx Imaging Inc.
Apteryx has provided dentists and oral health specialists with advanced diagnostic imaging software and device technologies for over 20 years. Apteryx’s proprietary technologies include XrayVision, XVWeb and XrayVision DCV imaging software solutions, the VELscope Vx Enhanced Oral Assessment and TUXEDO Intraoral Sensors.
Backed by an experienced leadership team and dedicated to a higher level of service and support, Apteryx is committed to providing dental practitioners with the best technology available by identifying and adding leading products to its growing portfolio. The Company is currently listed on the TSXV under the symbol XRAY, the OTCQB under the symbol APTEF, as well as the Frankfurt Stock Exchange under the symbol XRAY.
For more information about Apteryx, its products and services, please visit www.apteryx.com or call 877-278-3799.
About Planet DDS and Level Equity
Planet DDS is the largest independent provider of cloud-native practice management software to the dental industry. The company’s flagship product, Denticon, is the only proven, time-tested software offering that was built from the ground up for multi-location groups in the cloud. Denticon has the largest footprint among emerging and established dental groups of any cloud software provider, allowing clients to break free from the constraints of desktop software with a comprehensive solution that includes the tools needed to standardize, centralize, and grow. All while reducing IT cost and enhancing security. Learn more about Denticon at www.planetdds.com. Planet DDS is a portfolio company of Level Equity Management, LLC (“Level Equity“).
Level Equity is a growth equity firm focused on providing capital to rapidly growing software and internet companies. The firm has raised over $1.7 billion across a series of long term committed investment partnerships with offices in New York, NY and San Francisco, CA. For more information about Level Equity, visit www.levelequity.com.
This press release contains statements which, to the extent that they are not recitations of historical fact, may constitute forward-looking information under applicable Canadian securities legislation that involve risks and uncertainties. Such forward-looking statements or information may include statements regarding the Company’s future plans, objectives, delivery performance, revenues, or the company’s underlying assumptions. The words “may”, “would”, “could”, “will”, “likely”, “expect”, “anticipate”, “intend”, “plan”, “forecast”, “project”, “estimate” and “believe” or other similar words and phrases may identify forward-looking statements or information. Persons reading this press release are cautioned that such statements or information are only predictions, and that the Company’s actual future results or performance may be materially different. Some of the specific forward-looking information referred to in this press release includes, but is not limited to: the Transaction and the terms thereof and the expected date of the Meeting. There can be no assurance that the Transaction will be completed or that it will be completed on the terms and conditions contemplated in this press release. The Transaction could be modified or terminated in accordance with its terms.
Forward-looking information is based on a number of key expectations and assumptions made by the Company including, without limitation: the Transaction will be completed on the terms currently contemplated; the Transaction will be completed in accordance with the timing currently expected without any undue or expected delay; all conditions to the completion to the Transaction will be satisfied or waived in due course and the Arrangement Agreement dated June 14, 2020 among Apteryx, Planet DDS and 1251964 B.C. Ltd. will not be terminated prior to the completion of the Transaction; and other expectations and assumptions concerning the Transaction. Although the forward-looking information contained in this press release is based on what Apteryx’s management believes to be reasonable assumptions, Apteryx cannot assure investors that actual results will be consistent with such information.
Forward-looking information is provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Forward-looking information involves significant risks and uncertainties and should not be read as guarantees of future performance or results as actual results may differ materially from those expressed or implied in such forward-looking information. Those risks and uncertainties include, among other things: the Transaction may not be completed on the terms, or in accordance with the timing, currently contemplated, or at all; the Company has incurred expenses in connection with the Transaction and will be required to pay for those expenses regardless of whether or not the Transaction is completed; Apteryx and Planet DDS may not be successful in satisfying the conditions to the Transaction, including failing to obtain Apteryx securityholder approval; the possibility that the Apteryx board of directors could receive and approve a superior acquisition proposal; the possibility of litigation relating to the Transaction; significant Transaction costs or unknown liabilities; the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Transaction; the failure to realize the expected benefits of the Transaction; and other risks inherent to the Company’s business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transaction.
Additional information about risks and uncertainties are described in the Circular and Company’s reports filed on SEDAR, including its financial report and annual information form for the year ended December 31, 2019. All forward-looking statements made in this press release are qualified by this cautionary statement and there can be no assurance that actual results or developments anticipated by the Company will be realized. The Company disclaims any intention or obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.