By RTT News, September 23, 2013, 10:05:00 AM EDT
(RTTNews.com) - Opmedic Group Inc. (OMG.TO) announced Monday that it has entered into an acquisition agreement with Kemourmedic Group Inc., a newly formed corporation the shares of which are owned by Drs. Pierre St-Michel, Marc Villeneuve and Jean-Yves Fontaine or collectively, the "Founders", by which all of the outstanding common shares of the company, other than shares held directly or indirectly by the Founders, will be acquired by Kemourmedic Group at a price of C$2.90 in cash per share. Opmedic Group will be taken private for a total consideration of about C$18.1 million.
The Founders directly or indirectly hold approximately 65.0% of the issued and outstanding common shares of the company. The Transaction values the company's equity at approximately C$50.1 million.
The C$2.90 per-share cash consideration represents a premium of approximately 23.4% to the closing price of the common shares of the Corporation on the Toronto Stock Exchange on September 20, 2013, the last day of trading prior to the date hereof.
The Transaction is to be structured as an amalgamation of the Corporation with Kemourmedic Acquisition Inc., a wholly-owned subsidiary of Kemourmedic Group. Upon the completion of the amalgamation, shareholders of Opmedic Group other than Kemourmedic Group will receive one redeemable share of the corporation resulting from the amalgamation for each common share of Opmedic Group. Each redeemable share will then be immediately redeemed for C$2.90 in cash.
The Board of Directors of the company unanimously approved the Transaction (with interested directors, Drs. Pierre St-Michel and Marc Villeneuve having abstained) and recommended that the Minority Shareholders vote their common shares of the Corporation in favour of the Transaction.
Dr. St-Michel will continue as President and CEO of Opmedic Group.
The company said it will ask its shareholders to approve the Transaction at a special meeting which the company currently expects will be held in early November 2013. Completion of the Transaction is subject to customary closing conditions. Assuming the satisfaction of all conditions, the Transaction is expected to close the business day immediately following the Meeting.
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