Novoheart Holdings Inc. (“Novoheart” or the “Company”) (TSXV: NVH) announces that it has entered into a definitive arrangement agreement (the “Arrangement Agreement”) with Novomed Limited (the “Purchaser”), a company controlled by Prof. Ronald Li, CEO and a director of the Company, pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of Novoheart (“Novoheart Shares”), other than those Novoheart Shares currently owned by certain shareholders who have entered into rollover, voting and support agreements (the “Rollover Agreements”) with the Purchaser (the “Rollover Shareholders”), for cash consideration of C$0.53 per Novoheart Share (the “Transaction”) by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”). The cash consideration price represents a 47.2% premium to the closing price of the Novoheart Shares on the TSX Venture Exchange (“TSXV”) on September 15, 2020.
The board of directors of Novoheart (the “Board”) formed a committee of independent directors (the “Special Committee”) to, among other things, review and evaluate the terms of the proposed Transaction and consider potential alternatives to enhance shareholder value, and to make a recommendation to the Board in respect of the Transaction and other related matters. KPMG LLP, the financial advisor to the Special Committee, has provided an oral fairness opinion (to be supplemented by a written report) (the “Fairness Opinion”) that in its opinion, and based upon and subject to certain assumptions and limitations, the consideration to be received by holders of Novoheart Shares (other than the Rollover Shareholders with respect to the Novoheart Shares) (the “Shareholders”) pursuant to the Transaction is fair, from a financial point of view, to such Shareholders.
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