People Corporation Announces Voting Results from Special Meeting of Shareholders
People Corporation (the "Company") (TSXVenture:PEO) today announced the positive outcome of the shareholder ("Shareholders") vote at today's special meeting of the Shareholders (the "Meeting") regarding the plan of arrangement previously announced on December 14, 2020 (the "Arrangement"), pursuant to which an entity (the "Purchaser") controlled by certain investment funds managed by the Merchant Banking business of Goldman Sachs & Co. LLC, will acquire all of the outstanding shares of the Company (the "Shares") for C$15.22 in cash per Share, other than certain Shares held by certain senior management shareholders and their affiliates and associates who will receive, in respect of such Shares, consideration consisting of cash and shares of the direct parent of the Purchaser.
59,518,376 votes, or approximately 99.98% of the votes cast at the Meeting by shareholders voting virtually or represented by proxy were cast in favour of the special resolution approving the Arrangement (52,988,800 votes, or approximately 99.97% of the votes cast in favour of the Arrangement, excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions). The special resolution approving the Arrangement was required to be passed by (i) at least two-thirds (66 2/3%) of the votes cast at the Meeting by the Shareholders voting virtually or represented by proxy at the Meeting; and (ii) a simple majority of the votes cast by the Shareholders voting virtually or represented by proxy at the Meeting and entitled to vote thereat, excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. Details of the voting results will be filed under the Company's profile on SEDAR at www.sedar.com.
The Company will apply for a final order of the Ontario Superior Court of Justice (Commercial List) on February 12, 2021. Closing of the transaction remains subject to certain customary closing conditions including court approval. Assuming the satisfaction of these closing conditions, the transaction is expected to close in the first calendar quarter of 2021.
Shareholder Questions and Assistance
Shareholders who have questions or require assistance with submitting their Shares to the Arrangement may direct their questions to Laurel Hill Advisory Group, the Company's proxy solicitation agent, by telephone at 1-877-452-7184 (North American Toll-Free), or 1-416-304-0211 (Outside North America) or by email to email@example.com. Further information about submitting your Shares to the Arrangement, including with respect to completing the applicable letter of transmittal, may be addressed to TSX Trust Company, who is acting as depositary under the Arrangement, toll free at 1-866-600-5869, or by email at firstname.lastname@example.org.
About People Corporation
People Corporation is a leading provider of group benefits, group retirement and human resource services with approximately 1,100 talented professionals serving organizations across Canada. Bringing deep industry and subject matter expertise, proprietary technology platforms and an innovative suite of services to each client engagement, People Corporation delivers uniquely valuable insights and solutions to make a positive difference to its clients and their bottom line. Further information is available at www.peoplecorporation.com.
About Goldman Sachs Merchant Banking Business
Founded in 1869, The Goldman Sachs Group, Inc. is a leading global investment banking, securities and investment management firm. The Merchant Banking business of Goldman Sachs is the primary center for the firm's long-term principal investing activity and is one of the leading private capital investors in the world with investments across private equity, infrastructure, private debt, growth equity and real estate.
Certain statements made in this news release are forward-looking statements within the meaning of applicable securities laws, including, but not limited to, statements with respect to the proposed transaction including the anticipated completion and timing thereof, 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 the Company 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 the Company's control and the effects of which can be difficult to predict: (a) the possibility that the transaction 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 approvals and other conditions of closing necessary to complete the transaction or for other reasons; (b) risks related to tax matters; (c) the possibility of adverse reactions or changes in business relationships resulting from the announcement or completion of the transaction; (d) risks relating to the Company's ability to retain and attract key personnel during the interim period; (e) the possibility of litigation relating to the transaction; (f) credit, market, currency, operational, liquidity and funding risks generally and relating specifically to the transaction, including changes in economic conditions, interest rates or tax rates; (g) business, operational and financial risks and uncertainties relating to the COVID-19 pandemic; (h) risks and uncertainties relating to information management, technology, supply chain, product safety, changes in law, competition, seasonality, commodity price and business; and (i) other risks inherent to the Company's business and/or factors beyond its control which could have a material adverse effect on the Company or the ability to consummate the transaction.
The Company cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also adversely affect its results. For more information on the risks, uncertainties and assumptions that could cause the Company's actual results to differ from current expectations, please refer to the "Risk Factors" section of the Company's Annual Information Form dated January 7, 2021, the Company's management information circular dated January 13, 2021, as well as the Company's other public filings, available at www.sedar.com.
The forward-looking statements contained in this news release describe the Company's expectations at the date of this news release and, accordingly, are subject to change after such date. Except as may be required by applicable Canadian securities laws, the Company does not undertake any obligation to update or revise any forward-looking statements contained in this news release, whether as a result of new information, future events or otherwise. Readers are cautioned not to place undue reliance on these forward-looking statements.
Laurel Hill Advisory Group
North America Toll Free: 1-877-452-7184
Collect Calls Outside North America: 1-416-304-0211
Jonathan Ross, CFA
Investor Relations - People Corporation
Dennis Stewner, CPA, CA
CFO and COO - People Corporation