Velan Shareholders Approve Acquisition by Flowserve

MONTREAL, May 05, 2023 (GLOBE NEWSWIRE) -- Velan Inc. (“Velan”) (TSX: VLN) today announced that holders (the “Shareholders”) of subordinate voting shares (the “SVS”) and of multiple voting shares (the “MVS” and, collectively with the SVS, the “Shares”) of Velan have approved the proposed arrangement resolution in connection with 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 would be acquired for $13.00 per Share in cash by the Purchaser, a wholly owned subsidiary of Flowserve Corporation (the “Arrangement”).

The arrangement resolution had to be approved by not less than two thirds of the votes cast at the special meeting of Shareholders of Velan held earlier today (the “Meeting”) by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting and also had to be approved by a simple majority of the votes cast at the Meeting by each of the holders of SVS and holders of MVS, voting by class, virtually present or represented by proxy and entitled to vote at the Meeting, excluding for this purpose any person required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

At the Meeting, Velan Shareholders carrying an aggregate of 82,540,128 votes, representing approximately 98.44% of votes entitled to be cast at the Meeting, were represented virtually or by proxy at the Meeting. The resolution relating to the Arrangement was approved by 99.99% of the votes cast by all Velan Shareholders, 100% of the votes cast by Velan’s MVS holders and 99.91% of the votes cast by Velan’s SVS holders, excluding for the last two any person required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

The Arrangement remains subject to the approval of the Superior Court of Québec and the satisfaction or waiver of other customary closing conditions, including the regulatory approvals and clearances. The Court hearing for the final order to approve the Arrangement is expected to take place on May 16, 2023 and the completion of the Arrangement is now expected to occur in the third quarter of 2023 (calendar year).