Vancouver, BC – August 5, 2020 – Apteryx Imaging Inc. (“Apteryx” or the “Company“) is pleased to announce that with respect to its annual general and special meeting of securityholders held today (the “Meeting”), all of the resolutions were duly passed, including the special resolution (the “Arrangement Resolution”) to approve the 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 Arrangement Resolution required and received approval by more than: (i) 662/3% of the votes cast by the holders of Apteryx’s common shares present in person or represented by proxy; and (ii) 662/3% of the votes cast by the holders of Apteryx’s common shares, preferred shares and other securities present in person or represented by proxy, voting together as a single class.
Closing of the Transaction remains subject to final court approval as well as other customary closing conditions. Assuming the timely completion of these conditions, the Company expects the Transaction to close on or about August 11, 2020.
At the Meeting, Apteryx common shareholders also approved: (i) the election of all the nominees listed in the management information circular dated July 6, 2020 as directors of the Company; (ii) the appointment of Grant Thornton LLP as auditor; and (iii) the stock option plan of the Company.
This year, in light of the ongoing COVID-19 pandemic, the Meeting was held by way of virtual only format whereby securityholders participated in the Meeting remotely. Voting for each of the resolutions was by ballot.
Detailed voting results for the Transaction are as follows:
- Votes casts by the holders of common shares
- For: 19,328,089 votes (93.64%)
- Against: 1,311,970 votes (6.36%)
- Votes casts by the holders of common shares, preferred shares and other securities
- For: 38,924,259 votes (96.74%)
- Against: 1,311,970 votes (3.26%)
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. 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; 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.