QHR Shareholders are encouraged to vote in favour of the Arrangement and are reminded to vote prior to the proxy voting deadline on Monday, October 3, 2016 at 3:00 p.m. (Toronto time).
TORONTO, ONT, September 29, 2016 – (TSXV: QHR) QHR Corporation (“QHR” or the “Company”) is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”), leading independent proxy advisory firms, have recommended that shareholders of QHR (“QHR Shareholders”) vote in favour of the proposed arrangement (the “Arrangement”) to be voted upon at the special meeting of QHR Shareholders (the “Special Meeting”) on October 5, 2016. The Special Meeting will be held at the offices of McCarthy Tétrault LLP at Suite 5300, 66 Wellington Street West, Toronto, Ontario.
Along with the recommendation that QHR Shareholders vote FOR the Arrangement, ISS states that the proposed Arrangement is warranted “in light of the significant implied premium, the favorable market reaction, and the reasonable strategic rationale.” Glass Lewis further advised that “we believe that the merger consideration, on balance, provides a fairly attractive exit premium and exit valuation to the Company’s shareholders. We also note that the merger consideration represents an all-time high for the Company’s shares, which have been trading publicly for more than 16 years. Based on these factors and absent a superior competing offer, we believe that the arrangement agreement warrants shareholder support at this time.”
As previously announced on August 22, 2016, QHR has entered into an arrangement agreement (the “Arrangement Agreement”) with Loblaw Companies Limited (“Loblaw”) which will result in Loblaw acquiring all of the issued and outstanding common shares of the Company (“QHR Shares”). Under the proposed Arrangement, QHR Shareholders will receive $3.10 in cash for each QHR Share.
Benefits of the Arrangement include:
· Significant Premium to QHR Shareholders. The consideration to be received by the QHR Shareholders pursuant to the Arrangement represents a premium of approximately 29% over the 20-day volume weighted average trading price of QHR Shares on the TSX-V and a premium of approximately 22% over the closing price of QHR Shares on the TSX-V as of August 19, 2016.
· Financial Aspects. The consideration to be received by QHR Shareholders is to be paid in cash, which provides immediate liquidity to QHR Shareholders, and the obligations of Loblaw under the Arrangement Agreement are not subject to any financing or regulatory conditions.
QHR Shareholders are encouraged to read the QHR management information circular dated September 6, 2016 in detail. Electronic copies can be found on SEDAR at www.sedar.com or on QHR’s website at www.qhrtechnologies.com/investors/specialmeeting/
The Board of Directors of QHR unanimously recommends a vote FOR the Arrangement.
Your Vote is Important. Please Vote Today.
How to Vote
The deadline to vote by proxy is Monday, October 3, 2016 at 3:00 p.m.
QHR Shareholders are encouraged to vote online or by telephone.
Registered QHR Shareholders may attend and vote at the Special Meeting or vote by proxy using one of the following methods:
TELEPHONE: 1-866-732-VOTE (8683) toll free.
Beneficial QHR Shareholders (QHR Shareholders who hold their QHR Shares through a bank or other intermediary) will have different voting instructions. In most cases, beneficial QHR Shareholders will receive a voting instruction form as part of the meeting materials. Beneficial QHR Shareholders are encouraged to vote via the internet or using the telephone by carefully following the instructions listed on the voting instruction form provided to them.
QHR Shareholders who have questions regarding the Arrangement or require assistance with voting may contact the Company’s Proxy Solicitation Agent below:
Laurel Hill Advisory Group
Toll Free: 1-877-452-7184
International: +1 416-304-0211 outside Canada and the US
By Email: firstname.lastname@example.org
On behalf of the Board of Directors
President and CEO
About QHR Corporation
QHR is a Canadian Healthcare Technology Company, bringing innovation to the healthcare system for Providers and their Patients. As a leader in the industry, QHR operates on the fundamental belief that technology will change the way we all interact with healthcare. QHR’s suite of technologies includes two products, Medeo Virtual Care and AccuroEMR, the largest single electronic medical record platform in the country. The synergy between these products uniquely positions QHR to lead the way by empowering providers and connecting patients to improve patient care and enhance the efficiencies of healthcare organizations.
QHR is a publicly traded Canadian company (TSXV: QHR) with offices in Toronto, Vancouver and Kelowna.
Legal Notice Regarding Forward Looking Statements
This news release contains “forward-looking statements” about the proposed Arrangement within the meaning of applicable Canada securities legislation. These forwarding-looking statements in this news release are related to, but are not limited to, matters with respect to the timing, completion, perceived benefits and results of the Arrangement. Forward-looking statements typically contain statements with words such as “expect”, “anticipate”, “believe”, “foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may” and “should”’ and similar expressions. There can be no assurance that the Arrangement will occur or that the anticipated benefits will be realized. The Arrangement is subject to shareholder and court approvals and the fulfillment of certain conditions, and there can be no assurance that any such approvals will be obtained and/or any such conditions will be met. The Arrangement could be modified, restricted or terminated. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect QHR’s expectations only as of the date of this news release. QHR disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by law.