TORONTO, April 27,
2023 /CNW/ - Pathway Health Corp. (TSXV: PHC)
(Frankfurt: KL1) ("Pathway" or the "Company"), a Canadian
leader in chronic pain solutions and management services, is
pleased to announce the joint information circular and proxy
statement (the "Circular") and related materials will be
mailed on or about May 1, 2023 for
the annual and special meeting (the "Meeting") of the
Company's common shareholders, (the "Shareholders") to vote,
among other things, on the previously announced arrangement (see
press releases dated December 22,
2022, March 1, 2023 and
March 31, 2023) (the "Proposed
Transaction") by way of plan of arrangement pursuant to the
Business Corporations Act (Alberta) in which it is proposed that Pathway
will acquire all of the outstanding common shares in the capital of
capital of HEAL Global Holdings Corp. ("HEAL") and all of
the outstanding common shares in the capital of The Newly Institute
Inc. (the "Newly") (other than those Newly shares held by
HEAL).
![Pathway Health Corp Logo (CNW Group/Pathway Health Corp.) Pathway Health Corp Logo (CNW Group/Pathway Health Corp.)](https://mma.prnewswire.com/media/2065204/Pathway_Health_Corp__Pathway_Health_Corp__announces_the_Sharehol.jpg)
The Circular and related materials have been filed publicly by
Pathway under its issuer profile on SEDAR at www.sedar.com.
Voting at the Meeting
The Meeting will be held on May 30,
2023 at 9:30 a.m.
(Toronto time) at the offices of
Dentons LLP, Four North Boardroom, 77 King St W, Suite 400,
Toronto, ON, M5K 0A1. In addition
to receipt of the annual financial statements of the Company for
the year ended December 31, 2022 and
approval of the Proposed Transaction (as noted above), at the
Meeting Shareholders will consider, and vote to approve, if thought
advisable, with or without variation, the following items, as more
particularly described in the Circular:
a)
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fixing the number of
directors to be elected at five;
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b)
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electing the directors
of Pathway who will serve until the end of the next annual
shareholder meeting or until their successors are elected or
appointed;
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c)
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appointing MNP LLP as
auditors of Pathway for the ensuing year;
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d)
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approving the Company's
stock option plan;
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e)
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approving the Company's
proposed restricted share unit plan;
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f)
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approval of a future
consolidation of the Company's issued and outstanding common shares
on the basis of one post-consolidation common share for up to five
pre-consolidation common shares; and
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g)
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approving a grant or
issuance of any security-based compensation within one year of the
cancellation of certain out-of-the-money options to the holders of
such options.
|
The Circular, form of proxy and voting instruction form, as
applicable, for the Meeting contain information in respect of,
among other things, the Proposed Transaction and how Shareholders
may vote on the matters to be considered at the Meeting.
Shareholders of record as of the close of business on April 25, 2023 (and eligible transferees as
described in the Circular) are eligible to vote at the Meeting.
The deadline for completed proxies to be received by the
Company's transfer agent is Friday, May 26,
2023, at 5:00 p.m.
(Toronto time).
Receipt of Interim Court
Order
The Company is also pleased to announce that an interim order
was granted by the Alberta Court
of King's Bench on April 25, 2023 in
respect of the Proposed Transaction and the Meeting (the
"Interim Order"). The Interim Order, among other things,
authorizes the Company to proceed with various matters, including
the holding of the Meeting to consider and vote on the Proposed
Transaction.
Subject to the receipt of the requisite HEAL and Newly
shareholder and securityholder approvals, Shareholder approvals and
other necessary approvals, the Proposed Transaction is expected to
close in mid-June, 2023.
ADVISORIES
Related Parties and Related Party
Transactions
The Proposed Transaction and certain other transactions
including the loans made by Avonlea-Drewry Holdings Inc.
("ADH") to the Company (see the Company's prior press
releases dated December 22, 2022,
February 3, 2023, February 9, 2023, March 1,
2023, March 28, 2023,
March 31, 2023 and April 25, 2023 and other related filings,
including the Circular, on the Company's SEDAR profile at
www.sedar.com) involve related parties of Pathway and
constitute related party transactions each within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). A discussion
of the review and approval process adopted by the board of
directors of the Company in respect of the related party
transactions is included in the Circular.
As a reporting issuer, Pathway is subject to MI 61-101 which
regulates transactions which raise the potential for conflicts of
interest, including related party transactions. Among other things
MI 61-101 requires, in certain instances, independent valuations
and minority securityholder approval. In addition to other
exemptions relied upon by Pathway as previously disclosed, Pathway
was at the relevant time, and continues to be, exempt from the MI
61-101 related party transaction formal valuation and minority
approval requirements pursuant to MI 61-101 subsections 5.5(g) and
5.7(e) (Financial Hardship) other than, in respect of the minority
approval requirements of MI 61-101, the Proposed Transaction which
requires minority approval pursuant to Part 8 of MI 61-101 to be
sought at the Meeting.
Forward-Looking
Statements
This news release contains forward–looking
statements and forward–looking information within the
meaning of applicable securities laws. These statements relate to
future events or future performance. All statements other than
statements of historical fact may be forward–looking
statements or information. Forward–looking statements
and information are often, but not always, identified by the use of
words such as "appear", "seek", "anticipate", "plan", "continue",
"estimate", "approximate", "expect", "may", "will", "project",
"predict", "potential", "targeting", "intend", "could", "might",
"should", "believe", "would" and similar expressions. More
particularly and without limitation, this news release contains
forward-looking statements and information concerning the Proposed
Transaction (and matters relating thereto); the mailing of the
Circular and related materials; the timing of the Meeting (and
matters related thereto) and the completion of the Proposed
Transaction. The forward-looking statements and information are
based on certain key expectations and assumptions made by the
Company. Although the Company believes that the expectations and
assumptions on which such forward-looking statements and
information are based are reasonable in the circumstances, undue
reliance should not be placed on the forward-looking statements and
information because the Company can give no assurance that they
will prove to be correct. By its nature, such forward-looking
information is subject to various risks and uncertainties, which
could cause the actual results and expectations to differ
materially from the anticipated results or expectations expressed.
These risks and uncertainties, include, but are not limited to
receipt of the requisite HEAL, Pathway and Newly shareholder and
securityholder approvals and other necessary approvals, and the
Proposed Transaction not completing as proposed or at all. Readers
are cautioned not to place undue reliance on this forward-looking
information, which is given as of the date hereof, and to not use
such forward-looking information for anything other than its
intended purpose. The Company undertakes no obligation to update
publicly or revise any forward-looking information, whether as a
result of new information, future events or otherwise, except as
required by law or the TSX Venture Exchange.
Neither the Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this Press
Release.
SOURCE Pathway Health Corp.