MONTRÉAL, March 20, 2025 /CNW/ - Velan Inc. (the "Company" or "Velan") (TSX: VLN) today announced that holders ("Shareholders") of subordinate voting shares (the "SVS") and of multiple voting shares (the "MVS") of Velan have approved a special resolution (the "Special Resolution") approving the proposed sale by the Company's U.K. direct wholly-owned subsidiary, Velan Valves Limited, of its direct French wholly-owned subsidiaries (being the Company's indirect wholly-owned subsidiaries), Segault and Velan S.A.S. ("Velan France"), to Framatome SAS, for a purchase price of US$177.6 million (€170 million), with the benefit of the transfer by Velan France of an intercompany loan receivable from the Company of US$23.5 million (€22.5 million), for total consideration to the Company of US$201.1 million (€192.5 million) (the "France Transaction").
Velan anticipates using part of the proceeds from the France Transaction to divest its asbestos-related liabilities pursuant to the divestiture transaction announced on January 14, 2025 (the "Asbestos Divestiture Transaction" and, together with the France Transaction, the "Transactions").
The Special Resolution relating to the France Transaction had to be approved by not less than two thirds of the votes cast at the special meeting of Shareholders held earlier today (the "Meeting") by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting. Pursuant to the articles of the Company, each SVS and each MVS entitled the holder thereof to an equal number of votes at the Meeting and, as a result, each SVS and each MVS entitled the holder thereof to five votes at the Meeting.
At the Meeting, Shareholders carrying an aggregate of 95,971,655 votes, representing approximately 88.92% of votes entitled to be cast at the Meeting, were represented virtually or by proxy at the Meeting. The Special Resolution was approved by 100% of the votes cast by all Shareholders, 100% of the votes cast by Velan's MVS holders and 100% of the votes cast by Velan's SVS holders.
The France Transaction remains subject to the entering into of the definitive share purchase agreement and to the satisfaction or waiver of other customary closing conditions. The completion of the Transactions is now expected to occur in the coming weeks.
Further information regarding the France Transaction can be found in Velan's management information circular dated February 19, 2025, which is available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.velan.com.
ABOUT VELAN
Founded in Montreal in 1950, Velan Inc. (www.velan.com) is one of the world's leading manufacturers of industrial valves, with sales of US$346.8 million in its last reported fiscal year. The Company employs approximately 1,600 people and has manufacturing plants in 9 countries. Velan Inc. is a public company with its shares listed on the Toronto Stock Exchange under the symbol VLN.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws, including statements that are not material facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology such as "may", "will", "expect", "believe", "estimate", "plan", "could", "should", "would", "outlook", "forecast", "anticipate", "foresee", "continue" or the negative of these terms or variations of them or similar terminology.
Although the Company believes that the forward-looking statements in this news release are based on information and assumptions that are current, reasonable and complete, these statements are by their nature subject to a number of factors that could cause actual results to differ materially from management's expectations and plans as set forth in such forward-looking statements, including, without limitation, the following factors, many of which are beyond the Company's control and the effects of which can be difficult to predict: (a) the possibility that the Transactions will not be completed on the terms and conditions, or on the timing, currently contemplated, and that it may not be completed at all, due to a failure to satisfy, in a timely manner or otherwise, closing conditions necessary to the Transactions or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business relationships resulting from the completion of the Transactions; (d) the possibility of litigation relating to the Transactions; (e) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Transactions, including changes in economic conditions, interest rates or tax rates; and (f) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the Transactions.
Readers are cautioned not to place undue reliance on the forward-looking statements and information contained in this news release. Velan disclaims any obligation to update any forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.
