TORONTO, December 19, 2024--(BUSINESS WIRE)--The Westaim Corporation ("Westaim" or the "Company") (TSXV: WED) is pleased to announce that the shareholders of the Company (the "Shareholders") voted in favour of all matters related to the Company’s previously announced transaction (the "Transaction") with CC Capital Partners, LLC ("CC Capital") at its special meeting of Shareholders held earlier today (the "Meeting"). Specifically, at the Meeting, Shareholders voted overwhelmingly in favour of:
(a)
a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement (the "Arrangement") pursuant to which, among other things, the Company will complete a consolidation ("Share Consolidation") of its common shares (the "Common Shares") on the basis of one post-consolidation Common Share for every six pre-consolidation Common Shares and change its jurisdiction of incorporation from the Province of Alberta in Canada to the State of Delaware in the United States of America (the "Redomiciliation");
(b)
an ordinary resolution (the "Private Placement Resolution") approving the US$250 million strategic investment in the Company via a private placement offering by Wembley Group Partners, LP (the "Investor"), an affiliate of CC Capital (the "Private Placement");
(c)
an ordinary resolution (the "Arena Reorganization Resolution") approving the restructuring of the ownership of Arena Investors Group Holdings, LLC (the "Arena Reorganization"); and
(d)
an ordinary resolution (the "New LTIP Resolution") approving the adoption of an amended and restated equity incentive plan of the Company.
A total of 105,615,530 Common Shares were represented in person or by proxy at the Meeting, representing approximately 82.4% of the issued and outstanding Common Shares. Each of the Arrangement Resolution, Private Placement Resolution and Arena Reorganization Resolution was approved by more than 99.9%, and the New LTIP Resolution was approved by more than 94.9%, of the votes represented at the Meeting.
The completion of the Arrangement remains subject to certain customary conditions, including the issuance of a final order (the "Final Order") by the Court of King’s Bench of Alberta (the "Court") to approve the Arrangement. The hearing for the Final Order to approve the Arrangement is scheduled to take place on December 20, 2024. Subject to receipt of the Final Order at the scheduled Court hearing, the proposed effective date of the Arrangement, including the Share Consolidation and Redomiciliation, is December 31, 2024. In connection with the Share Consolidation and Redomiciliation, the Company’s CUSIP number and ISIN will be changed to 956925101 and US9569251013, effective on or about December 27, 2024.
The Private Placement and Arena Reorganization remain subject to certain customary closing conditions and are expected to be completed by the end of the first quarter of 2025.
About Westaim
Westaim is a Canadian investment company specializing in providing long-term capital to businesses operating primarily within the global financial services industry. The Company invests, directly and indirectly, through acquisitions, joint ventures and other arrangements, with the objective of providing Shareholders with capital appreciation and real wealth preservation. Westaim’s strategy is to pursue investment opportunities with a focus towards the financial services industry and grow Shareholder value over the long term. Westaim’s investments include significant interests in Arena and the Arena FINCOs. Arena and the Arena FINCOs are defined in the notes to Westaim’s unaudited interim consolidated financial statements for the three and nine months ended September 30, 2024 and 2023 and the related MD&A. The Common Shares are listed and posted for trading on the TSX Venture Exchange (the "TSXV") under the trading symbol "WED".
Cautionary Note and Forward-Looking Information
Certain statements in this press release may constitute "forward looking statements" or "forward-looking information" within the meaning of applicable Canadian securities laws (collectively, "forward-looking statements"). Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, objectives, growth, assumptions or future events or performance (often, but not always using words or phrases such as "expects", "does not expect", "is expected", "seeks", "endeavours", "anticipates", "does not anticipate", "positioned", "confident", "plans", "advantaged", "estimates", "believes", "does not believe" or "intends", "does not intend" or stating that certain actions, events or results may, could, would, might or will occur or be taken, or achieved) are not statements of historical fact and may be "forward-looking statements". In particular, but without limiting the foregoing, this press release contains forward-looking statements pertaining to the expected date of the hearing for the Final Order, the effective date of the Arrangement, including the Share Consolidation and Redomiciliation, the anticipated change to the Company’s CUSIP number and ISIN as a result of the Share Consolidation and Redomiciliation and the effective date for the closing of the Private Placement and Arena Reorganization (collectively, the "Transaction Matters"). The Transaction Matters are subject to risks, uncertainties and other factors that could cause Westaim’s actual results to differ, possibly materially, from those in the specific projections, goals, assumptions and statements herein including, but not limited to: (i) that the parties may be unable to complete or satisfy the conditions to some or all of the Transaction Matters because, among other reasons, conditions to the completion of the Transaction Matters may not be satisfied or waived, including that a governmental authority such as the Court or the TSXV may prohibit, delay or refuse to grant approval for the consummation of some or all of the Transaction Matters on acceptable terms; (ii) uncertainty as to the timing of completion of the Transaction Matters; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the investment agreement entered into between, among others, the Company and the Investor, or other documents entered into by the parties in connection with the Transaction Matters; (iv) risks related to disruption of Westaim management’s attention from Westaim’s ongoing business operations due to the Transaction Matters; (v) the effect of the announcement of the Transaction Matters on Westaim’s relationships with its clients, employees, regulators and customers; and (vi) the outcome of any legal proceedings to the extent initiated against Westaim or others following the announcement of the Transaction Matters, as well as Westaim management’s response to any of the aforementioned factors. Forward-looking statements are based on expectations, estimates, assumptions, variables and projections as well as other relevant factors at the time the statements are made that are inherently uncertain and involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. These include, but are not limited to, the risk factors discussed in Westaim’s Annual Information Form for its fiscal year ended December 31, 2023 and the Company’s Management Information Circular dated November 19, 2024, which are available on SEDAR+ at www.sedarplus.ca, as same may be supplemented, modified or superseded by a subsequently filed annual information form or management information circular. Except as required by law, Westaim does not have any obligation to advise any person if it becomes aware of any inaccuracy in or omission from any forward-looking statement or to update such forward-looking statement.
Although management of Westaim has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended and there can be no guarantee that any of the forward-looking statements contained herein, including the estimates set forth herein, will be achieved to any extent. Completion of the Transaction Matters is subject to the satisfaction of certain regulatory requirements and the receipt of all necessary regulatory approvals and the approval of the TSXV. There can be no certainty, nor can Westaim provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied. There can be no assurance that the Transaction Matters described in this press release will occur on the terms as proposed and described herein or at all. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Nothing contained herein is, or shall be relied upon as, a promise or representation as to past or future performance. Past performance is not a reliable indicator of future results and should not be relied upon for any reason. Accordingly, you should not place undue reliance on any forward-looking statements and forward-looking information contained herein. Forward-looking statements contained herein speak only as of the date of this press release, and Westaim hereby expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statement, forward-looking information or financial information contained herein to reflect any change in expectations with regard thereto or change in events, conditions or circumstances on which any statement is based, except in accordance with applicable securities laws.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
For more information, contact: J. Cameron MacDonald, President and Chief Executive Officer or Robert T. Kittel, Chief Operating Officer The Westaim Corporation info@westaim.com (416) 969-3333
