Québec City, Canada and Myrtle Beach, United States, September 26, 2019 – TSO3 Inc. (“TSO3” or the “Company“) (TSX: TOS) announced today that the Superior Court of Québec issued a final order approving the previously-announced statutory plan of arrangement under the Business Corporations Act (Québec) pursuant to which a wholly-owned subsidiary of Stryker Corporation will acquire all of the issued and outstanding common shares of the Company for CAD$0.43 per share in cash (the “Arrangement“). The Arrangement was also approved by 75.24% of TSO3 shareholders present in person or by proxy at the special meeting of TSO3 held on September 23, 2019.
It is expected that the Arrangement will be completed on or about October 1, 2019, subject to the satisfaction or waiver of certain closing conditions set forth in the arrangement agreement dated August 12, 2019. Further details regarding the Arrangement are set out in the management information circular dated August 22, 2019, which is available under the Company’s profile at www.sedar.com.
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 timing, outcome and completion of the proposed transaction and the operations of the Company post-transaction. There can be no assurance that the proposed transaction will be completed, or that it will be completed on the terms and conditions contemplated in this press release. The proposed transaction could be modified or terminated. Accordingly, 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. Risks and uncertainties inherent in the nature of the proposed transaction include, without limitation, the failure of the parties to satisfy the conditions to the completion of the transaction; failure of the parties to satisfy such conditions in a timely manner; significant transaction costs or unknown liabilities; the occurrence of events that may give rise to a right of one or both of the Company and Stryker to terminate the arrangement agreement; the failure to realize the expected benefits of the transaction; and general economic conditions. Failure of the parties to satisfy the conditions to the completion of the transaction or to complete the transaction, may result in the transaction not being completed on the proposed terms, or at all. In addition, if the transaction is not completed, and the Company continues as an independent entity, there are risks that the announcement of the proposed transaction and the dedication of substantial resources of the Company to the completion of the transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have an adverse effect on the Company’s current and future operations, financial condition and prospects. Furthermore, the failure of the Company to comply with the terms of the arrangement agreement may, in certain circumstances, result in it being required to pay a fee to Stryker, the result of which could have a material adverse effect on its financial position and results of operations and its ability to fund growth prospects and current operations. Readers are cautioned that the foregoing list of factors is not exhaustive. 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 Circular 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.Back to Posts