Québec City, Canada and Myrtle Beach, United States, October 1, 2019 – TSO3 Inc. (“TSO3” or the “Company“) (TSX: TOS) today announced that is has completed the previously-announced statutory plan of arrangement under the Business Corporations Act (Québec) pursuant to which a wholly-owned subsidiary of Stryker Corporation acquired all of the issued and outstanding common shares of the Company (the “Shares“) for CAD$0.43 per share in cash (the “Arrangement“).
In order to receive the consideration for their Shares payable pursuant to the Arrangement, registered shareholders of TSO3 must complete and sign the Letter of Transmittal sent to them with the management information circular for the special meeting of TSO3 shareholders held on September 23, 2019 and deliver such Letter of Transmittal to Computershare Trust Company of Canada (the “Depositary“) together with certificates representing their Shares, if applicable, and such additional documents and instruments as the Depositary may reasonably require. A copy of the Letter of Transmittal may also be obtained by contacting the Depositary and is available on SEDAR at www.sedar.com under the Company’s profile. Any questions regarding the payment of the consideration, including any request for another copy of the Letter of Transmittal, should be directed to the Depositary by telephone at 1-800-564-6253 or by e-mail at firstname.lastname@example.org.
Shareholders of TSO3 whose Shares are registered in the name of a nominee (bank, trust company, securities broker or other intermediary) should contact that nominee for assistance in depositing their Shares and should follow the instructions of such nominee in order to receive payment for their Shares.
As a result of the completion of the Arrangement, it is expected that the Shares will soon be delisted from the Toronto Stock Exchange. The Company has applied to the relevant securities regulatory authorities in Canada to cease to be a reporting issuer for the purposes of securities legislation.
Founded in 1998, TSO3‘s activities encompass the sale, production, maintenance, research, development and licensing of sterilization processes, related consumable supplies and accessories for heat-sensitive medical devices. The Company designs products for sterile processing areas in the hospital environment that offer an advantageous replacement solution to other low temperature sterilization processes currently used in hospitals. TSO3 also offers services related to the maintenance of sterilization equipment and compatibility testing of medical devices with such processes.
For more information about TSO3, visit the Company’s website at www.tso3.com.
Forward looking statements
Certain statements set forth in this press release may constitute “forward-looking statements” within the meaning of applicable securities laws, including, but not limited to, statements with respect to the delisting of the Shares. Readers should not place undue reliance on the forward-looking statements and information contained in this press release.
Each forward-looking statement contained in this press release is subject to known and unknown risks and uncertainties and other unknown factors that could cause actual results to differ materially from historical results and those expressed or implied by such statement. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms “believes”, “belief”, “expects”, “intends”, “anticipates”, “will”, “would” or “plans” to be uncertain and forward-looking. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Additional information on other factors that could affect the operations or financial results of TSO3, which could in turn also impact the completion of transaction, are described in the management information circular dated August 22, 2019 and the reports filed from time to time by TSO3 with securities authorities in Canada. Investors are encouraged to read the Circular and TSO3‘s filings available on its website at https://www.tso3.com/ and on SEDAR at www.sedar.com, for a discussion of these and other risks and uncertainties. The forward-looking statements in this press release speak only as of the date of this press release, and TSO3 undertakes no obligation to update or revise any of these statements, whether as a result of new information, future events or otherwise, except as required by law.
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