TORONTO, ON, April 27, 2022 – 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).
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:
- fixing the number of directors to be elected at five;
- 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;
- appointing MNP LLP as auditors of Pathway for the ensuing year;
- approving the Company’s stock option plan;
- approving the Company’s proposed restricted share unit plan;
- 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
- 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.
For further information, please contact:
Pathway Health Corp.
Robin Cook, Corporate Development
Telephone: 416-809-1738
Email: [email protected]
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.
