Hamilton Thorne Announces Shareholder Approval of Going Private Transaction

BEVERLY, Mass. and TORONTO, Sept. 17, 2024 (GLOBE NEWSWIRE) -- Hamilton Thorne Ltd (TSX: HTL) (“Hamilton Thorne” or the “Company”), a leading provider of precision instruments, consumables, software, and services to the Assisted Reproductive Technologies (“ART”), research, and the cell biology fields, today announced that the shareholders of the Company (the "Shareholders"), at a special meeting of Shareholders held earlier today (the "Meeting"), approved a statutory plan of arrangement (the "Transaction") under the Business Corporations Act (Ontario) involving the Company and Cradle Acquisition ULC (the "Purchaser"), pursuant to which the Purchaser will acquire all of the issued and outstanding common shares of the Company (the "Shares" and each, a "Share").

A total of 124,252,793 of the Shares were voted at the Meeting online or by proxy, representing approximately 80.73% of the outstanding Shares. The Transaction was approved by (i) 99.99% of the votes cast by Shareholders at the Meeting and (ii) 99.98% of the votes cast by Shareholders at the Meeting (excluding the votes cast by persons whose votes may not be included in determining minority approval of a “business combination” in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.)  

Transaction Update

As previously announced, simultaneously with entering into the arrangement agreement regarding the Transaction with the Company, the Purchaser entered into a binding letter of intent (the “Acquisition LOI”) to acquire the ART product portfolio of Cook Medical (“Cook ART”) with the intention to combine the Cook ART and Hamilton Thorne operations concurrently with the closing of the Transaction. The Company is pleased to report that all conditions precedent to entering into of the definitive agreement to supersede the Acquisition LOI have been met, and that the Company expects that such definitive agreement will be entered into imminently.

In addition, the Company announced that it has received merger control clearance from the relevant authorities in Cypress and Austria and, unless there is further inquiry from the applicable regulators, all required regulatory approvals are expected to be received following the applicable waiting or review periods. The Company reconfirms its expectation that the closing of the Transaction and Acquisition is expected in the fourth quarter of 2024. For more information on regulatory approvals, please refer to the Circular and the Arrangement Agreement, which are available on SEDAR+ (www.sedarplus.ca) under Hamilton Thorne’s issuer profile.