Court Rules GM Settlement Inclusive of HST
THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW
TORONTO and PICKERING, Ontario, March 08, 2018 (GLOBE NEWSWIRE) -- Automodular Corporation (AM.H-NEX) (“AMD”) and HLS Therapeutics Inc. (“HLS”) are pleased to announce that, following receipt of the requisite shareholder approvals for their previously announced plan of arrangement under the provisions of the Business Corporations Act (Ontario) (the “Arrangement”), the Ontario Superior Court of Justice (Commercial List) granted a final order with respect to the Arrangement earlier today. Under the Arrangement, HLS and AMD will amalgamate to form a company to be named “HLS Therapeutics Inc.” (the “Resulting Issuer”).
Shareholders of both companies voted overwhelmingly in favour of the Arrangement, with the transaction being approved by more than 93% of the AMD shareholders voting at the AMD meeting and by 100% of the HLS shareholders voting at the HLS shareholders meeting. Subject to the satisfaction or waiver of all other closing conditions, the Arrangement is expected to be completed on or around March 12, 2018.
“The Court order, following the overwhelming support of the transaction by both HLS and AMD shareholders, is the final hurdle in HLS’s going public transaction. We thank the shareholders for their support, and we look forward to launching HLS as a public company on the TSX Venture Exchange next week,” said Greg Gubitz, Chief Executive Officer of HLS.
AMD also announces that, in a separate hearing, the Ontario Superior Court of Justice has ruled the $7 million settlement of AMD’s litigation with General Motors is inclusive of HST. As a result, as described in the March 5, 2018 press release, the distribution of the net settlement proceeds will be made on or about ten business days following the receipt by the Resulting Issuer of the proceeds through a redemption of preferred shares of the Resulting Issuer to be issued to AMD Shareholders under the Arrangement. A further announcement of the amount and timing of the distribution will be made following completion of the Arrangement.
About AMD
AMD since 1997 provided sequencing and sub-assembly services for modules that were installed in vehicles assembled by North American Original Equipment Manufacturers at plants in Canada and the United States. AMD provided these services to the Ford Motor Company (“Ford”) until the completion of the multi-year agreement and its related amendments on December 23, 2014. Following the expiry of AMD’s commercial agreement with Ford on December 23, 2014, AMD ceased operations at its two remaining operating facilities in Oakville, Ontario. During the first quarter of 2015 both facilities were returned to the respective landlords. At the current time, AMD has no active operations. The remaining employees have assisted in pursuing AMD’s litigation with General Motors. Both the AMD board of directors and the remaining members of the executive management team have been focused on finding ways to leverage AMD’s cash balance and public company listing.
About HLS
Formed in 2015, HLS is a specialty pharmaceutical company focused on the acquisition and commercialization of late stage development, commercial stage promoted and legacy stage managed branded pharmaceutical products in the North American markets. HLS’s focus is on products targeting the central nervous system and cardiovascular therapeutic areas. HLS’s management team is composed of seasoned pharmaceutical executives with a strong track record of success in these therapeutic areas and at managing products in each of these lifecycle stages.
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.
THE SECURITIES PROPOSED TO BE ISSUED IN THE PROPOSED ARRANGEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE “1933 ACT”) AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT. THE RESULTING ISSUER INTENDS TO ISSUE SUCH SECURITIES PURSUANT TO THE EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 3(a)(10) OF THE 1933 ACT.
Notice on forward-looking statements:
This release includes forward-looking information or forward-looking statements within the meaning of applicable securities laws, which may include, but are not limited to, statements with respect to the completion of the Arrangement, the terms on which the Arrangement is intended to be completed, the ability to obtain and timing of regulatory approvals and other factors. Often but not always, forward-looking information can be identified by the use of words such as “expect”, “intends”, “anticipated”, “believes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would” or “will” be taken, occur or be achieved. Such statements are based on the current expectations and views of future events of the management of AMD and HLS, and are based on assumptions and subject to risks and uncertainties. Although management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and neither AMD nor HLS undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
For More Information
AMD Contact Information
Christopher S. Nutt
President and Chief Executive Officer
Automodular Corporation
(905) 420-0200
invest@automodular.com
HLS Contact Information
Ross Marshall
Investor Relations
HLS Therapeutics Inc.
(416) 526-1563
ross.marshall@loderockadvisors.com
Gilbert Godin
President and Chief Operating Officer
HLS Therapeutics Inc.
(484) 232-3400 ext101
g.godin@hlstherapeutics.com