Think Research Proceeds with Going Private Transaction

Think Research Corporation, based in Toronto, has shared an update on its transition to a private entity, following a plan of arrangement with Beedie Investments Ltd. This transaction involves the purchase of all common shares not already held by Beedie Capital and certain insiders for $0.32 per share.

The arrangement agreement included a "go-shop" period that concluded without any superior acquisition proposals, moving the company towards a non-solicitation stage with specific provisions. The upcoming virtual special meeting for shareholders to vote on this arrangement is scheduled for April 4, 2024.

Under court and regulatory stipulations, approval from two-thirds of voting shareholders and a simple majority excluding certain insider votes is required. This move is expected to be finalized in Q2, 2024. The company has engaged Morrow Sodali as a proxy solicitation agent to assist shareholders during this process.

Concurrently, Think has remained engaged in the sales processes for subsidiaries BioPharma Services Inc. and Clinic 360 Inc., with transactions potentially continuing past the initial “go-shop” period as per agreement with Beedie Capital.

The fairness of the transaction to shareholders, excluding insiders and Beedie Capital, was endorsed based on a comprehensive financial assessment by Canaccord, considering current operations and forecasts. This step aligns with Think's strategic focus and is supported by significant shareholder agreements.