Vigil Health Solutions Inc. has entered into an arrangement agreement with Abloy Canada Inc., a subsidiary within the Assa Abloy Group, pursuant to which the purchaser will acquire all of Vigil's issued and outstanding common shares at a price of 67 cents per share in cash. The total equity value of the transaction is $12.55-million.
This all-cash transaction for 100 per cent of the company's common shares represents a 31-per-cent premium over Vigil's closing price on Jan. 14, 2022, on the TSX Venture Exchange and a 34-per-cent premium over the 30-day volume-weighted average share price of Vigil's common shares on the TSX Venture Exchange.
The transaction was approved by Vigil's board of directors on Jan. 14, 2022. Vigil's board has also resolved to recommend to securityholders that they vote in favour of the transaction. In its determination to recommend the transaction to Vigil securityholders, the board considered a number of factors including receipt of a fairness opinion from the company's financial adviser, Capital West Partners, to the effect, and subject to the assumptions and conditions set forth in such opinion, that the consideration to be received by Vigil shareholders pursuant to the transaction is fair, from a financial point of view, to such shareholders.
"We are pleased to announce the proposed acquisition of Vigil by Assa Abloy," said Troy Griffiths, president and chief executive officer. "We are excited about the long-term opportunities that will be created for Vigil customers and employees and what it means for our future technology offerings. For our clients, the robust technology and industry-leading service they have come to expect will be augmented with the extensive resources of Assa Abloy. Clients will continue to have access to the same Vigil team members, products and service, while gaining access to new products and resources. This will result in one of the most comprehensive product offerings in the senior care market, matching Vigil's technological expertise and industry knowledge with the opportunities and resources offered by a multinational company. Vigil intends to continue to focus on innovation and research and development, while broadening our product line and our team with the addition of Assa Abloy Global Solutions Senior Care's technology and employees. Once combined with Assa Abloy, we anticipate significant future innovations that will provide meaningful benefit to our customers and in turn improve the quality of life for seniors."
"Vigil has a reputation for innovative, reliable emergency call and resident monitoring solutions combined with excellent customer service. The addition to Assa Abloy Global Solutions Senior Care will allow us to increase our services and broaden our customer base to deliver one of the most comprehensive solutions in the senior care market. Beyond the technology, Assa Abloy are delighted to welcome the Vigil team, their knowledge and commitment to senior care, our joint customers, and each other. Over the years Vigil has prioritized building a productive, caring, collaborative culture and the ability to maintain that culture was an important aspect of this deal. The two organizations share common values and goals, which provide the foundations for long-term success," said Stephanie Ordan, executive vice-president and head of global technologies business unit global solutions.
About the transaction
The transaction will be carried out by way of a statutory plan of arrangement under Section 288 of the British Columbia Business Corporations Act and must be approved by the Supreme Court of British Columbia and by: (i) at least two-thirds of the votes cast by Vigil shareholders at a special meeting of Vigil's securityholders to approve the transaction; (ii) at least two-thirds of the votes cast of Vigil's shareholders and holders of Vigil's options to purchase shares of Vigil under Vigil's 2007 omnibus share compensation plan, voting together as a single class at the meeting; and (iii) a simple majority of votes cast by Vigil's shareholders at the meeting, excluding those shareholders whose votes are required to be excluded in accordance with Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions. The completion of the transaction is also subject to the satisfaction or waiver of all customary closing conditions and regulatory approvals, including the approval of the TSX-V. The transaction is expected to close in March of 2022, after receipt of securityholder approvals and court approvals.
Details regarding these and other terms of the transaction are set out in the arrangement agreement, which will be filed by Vigil on SEDAR. Further information regarding the transaction will be contained in a management information circular that Vigil will send to securityholders in connection with the meeting. It is expected that these materials will be sent to securityholders in February of 2022 for a meeting to be held in March of 2022. Once mailed, the management information circular will be available at SEDAR. All securityholders are urged to read the management information circular once it is available.
Voting and support agreements
Vigil's directors and executive officers and certain shareholders, who collectively hold approximately 79.9 per cent of the issued and outstanding common shares of Vigil, have entered into agreements with the purchaser to vote their securities in favour of the transaction, subject to their ability to withdraw such support in the event that the arrangement agreement is terminated, including where an unsolicited superior competing proposal is made by a third party and accepted by the company.
Financial and legal advisers
Capital West Partners is acting as financial adviser to Vigil with respect to the transaction. Osler, Hoskin & Harcourt LLP is acting as legal counsel to Vigil with respect to the transaction.
About Assa Abloy
The Assa Abloy Group is the global leader in access solutions. The group operates worldwide with 48,000 employees and sales of 88 billion Swedish kronor. The group has leading positions in areas such as efficient door openings, trusted identities and entrance automation. Assa Abloy's innovations enable safe, secure and convenient access to physical and digital places. Every day, Assa Abloy help billions of people experience a more open world.
About Vigil Health Solutions Inc.
Vigil offers a proprietary technology platform combining software and hardware to provide comprehensive solutions to the expanding seniors housing market. Vigil has established a growing presence in North America and an international reputation for being on the leading edge of system design and integration. Vigil's objective is to offer solutions for the full continuum of care. Vigil's product range includes the innovative wireless Vitality care system featuring discreet mini-pendants, a nurse call system, mobile fall and incontinence monitoring, resident check-in, and the award-winning Vigil memory care system.