MONTREAL, May 16, 2023 (GLOBE NEWSWIRE) — Velan Inc. (“Velan”) (TSX: VLN) today announced that the Superior Court of Québec has issued a final order approving the previously announced plan of arrangement attached to the arrangement agreement made as of February 9, 2023 among Velan, 14714750 Canada Inc. (the “Purchaser”) and Flowserve US Inc., as amended by the first amendment to the arrangement agreement dated March 27, 2023 (the “Arrangement Agreement”) pursuant to which all of Velan’s issued and outstanding shares of Velan (the “Shares”) would be acquired for $13.00 per Share in cash by the Purchaser, a wholly owned subsidiary of Flowserve Corporation (the “Arrangement”).
The Arrangement remains subject to customary closing conditions, including the regulatory approvals and clearances. The completion of the Arrangement is expected to occur in the third quarter of 2023 (calendar year).
Further information regarding the Arrangement can be found in the management information circular filed by Velan on April 4, 2023, which is available at https://www.velan.com/en/company/investor_relations and under Velan’s profile on SEDAR at www.sedar.com.
Founded in Montreal in 1950, Velan Inc. is one of the world’s leading manufacturers of industrial valves. Velan Inc. is a family-controlled public company, employing approximately 1,650 people with manufacturing facilities 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 may constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the timing of various steps to be completed in connection with the Arrangement, the completion of the Arrangement and other 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 Velan 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 Velan’s control and the effects of which can be difficult to predict: (a) the possibility that the Arrangement 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 obtain or satisfy, in a timely manner or otherwise, required, regulatory approvals and other conditions of closing necessary to complete the Arrangement or for other reasons; (b) significant transaction costs or unknown liabilities, (c) the ability of the board of directors to consider and approve, subject to compliance by Velan with its obligations under the Arrangement Agreement, a Superior Proposal (as defined in the Arrangement Agreement) for Velan; (d) the failure to realize the expected benefits of the Arrangement; (e) risks related to tax matters; (f) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the Arrangement; (g) risks relating to Velan’s ability to retain and attract key personnel during the interim period; (h) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the Arrangement, including changes in economic conditions, interest rates or tax rates; (i) business, operational and financial risks and uncertainties relating to the COVID 19 pandemic; and (j) other risks inherent to the business carried out by Velan and/or factors beyond its control which could have a Material Adverse Effect (as defined in the Arrangement Agreement) on Velan or its ability to complete the Arrangement. Failure to obtain the necessary regulatory, or the failure of the parties to otherwise satisfy the conditions for the completion of the Arrangement or to complete the Arrangement, may result in the Arrangement not being completed on the proposed terms or at all. In addition, if the Arrangement is not completed, and Velan continues as an independent entity, there are risks that the announcement of the Arrangement and the dedication of substantial resources by Velan to the completion of the Arrangement could have an impact on its business and strategic relationships, including with future and prospective employees, customers, suppliers and partners, operating results and activities in general, and could have a Material Adverse Effect (as defined in the Arrangement Agreement) on its current and future operations, financial condition and prospects. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected.
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.
NO OFFER OR SOLICITATION
This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Velan Shares.
FOR FURTHER INFORMATION:
Laurel Hill Advisory Group
North American Toll-Free Telephone: 1-877-452-7184
Outside North America: +1-416-304-0211
E-mail: [email protected]
Chief Financial Officer
E-mail: [email protected]
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