Prism Medical Ltd.

Prism Medical Ltd.

July 21, 2016 18:12 ET

Prism Medical Ltd. Obtains Interim Order for Plan of Arrangement

TORONTO, ONTARIO--(Marketwired - July 21, 2016) - Prism Medical Ltd. ("Prism Medical") (TSX VENTURE:PM) today announced that it has obtained an interim order of the Ontario Superior Court of Justice. The interim order provides for, among other things, the holding of a special meeting (the "Special Meeting") of the holders of common shares of Prism Medical (the "Shareholders") to approve the previously announced arrangement (the "Arrangement") under the Business Corporations Act (Ontario) involving Handicare Holdings Ltd. ("Handicare Purchaser"), an indirect wholly-owned subsidiary of Handicare Group AB ("Handicare").

The Special Meeting is scheduled to be held at the offices of Torys LLP, 79 Wellington Street West, 33rd Floor, Toronto, Ontario M5K 1N2 on August 26, 2016 commencing at 10:00 a.m. (Toronto time). The record date for determining Shareholders entitled to receive notice of and vote at the Special Meeting has been fixed at the close of business on July 21, 2016.

As previously announced on June 27, 2016, Prism Medical entered into an arrangement agreement with Handicare pursuant to which Handicare will, indirectly through Handicare Purchaser, acquire all of the outstanding common shares of Prism Medical at a price of $12.50 in cash per common share. Prism Medical's directors and senior officers have agreed to support the Arrangement and vote their common shares in favour of the Arrangement. The Board of Directors of Prism Medical has previously approved the Arrangement and has unanimously recommended that Shareholders vote in favour of the resolution approving the Arrangement.

Prism Medical intends to mail a Notice of Special Meeting and Management Information Circular, together with a letter of transmittal and a form of proxy (collectively, the "Meeting Materials"), to Shareholders of record in early August 2016. The Meeting Materials will also be available for viewing under Prism Medical's profile at at the time of mailing.

The completion of the Arrangement is subject to certain conditions, including the receipt of the requisite approval from the Shareholders, the final approval of the Ontario Superior Court of Justice and other closing conditions customary in transactions of this nature. If all necessary approvals are obtained and the conditions to the completion of the Arrangement are satisfied or waived, it is currently anticipated that the Arrangement will be completed by early September 2016.


Prism Medical is a vertically integrated manufacturer and leading provider of equipment and services used to move and handle mobility challenged individuals in a safe and dignified manner. Prism Medical's products are marketed under the brand names of Prism Medical, ErgoSafe, Waverley Glen and Nightingale in the homecare, acute care and long-term care markets throughout North America. Prism Medical offers solutions that encourage improved care, quality of life and mobility, while seeking to lower the overall cost of the caregiving function in a number of ways, including reducing the incidence of handling-related injuries among caregivers. Through its network of dealers, Prism Medical provides an integrated suite of products and services that make homecare a viable option for many people. For further information visit Prism Medical's website at or


This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations of management of Prism Medical regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied, and the timing for completing the Arrangement. The words "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavour", "project", "continue", "predict", "potential", or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.

Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management's control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information.

The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including approval by Prism Medical's shareholders and court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement. Additional risks and uncertainties regarding Prism Medical are described in its most recent financial statements and MD&A which are available on SEDAR at

This forward-looking information represents management's views as of the date of this press release. While subsequent events and developments may cause such views to change, Prism Medical does not intend to update this forward-looking information, except as required by applicable securities laws.

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