Apollo Announces Results of Voting at Special Meeting of Shareholders – Financial Post

Author of the article:

Business Wire

TORONTO — Apollo Healthcare Corp. (TSX: AHC) (“ Apollo ” or the “ Company ”) today announced the voting results of its special meeting (the “ Meeting ”) of holders (“ Shareholders ”) of Class B shares (“ Apollo Shares ”) held on December 24, 2021. At the Meeting, Shareholders passed a special resolution (the “ Arrangement Resolution ”) approving the previously announced statutory plan of arrangement (the “ Arrangement ”) under section 182 of the Business Corporations Act (Ontario) as contemplated by the arrangement agreement dated November 4, 2021, as amended on November 23, 2021 and December 23, 2021, among Apollo, 1000009701 Ontario Inc. (the “ Purchaser ”) and Anjac SAS, involving, among other things, the acquisition by the Purchaser of all the issued and outstanding Apollo Shares other than certain Apollo Shares held by Charles Wachsberg and Richard Wachsberg.

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The Arrangement Resolution required the approval of: (i) not less than two-thirds of the votes cast on the Arrangement Resolution by Shareholders present in person (virtually) or represented by proxy at the Meeting, with each Shareholder being entitled to one vote for each Apollo Share held by such holder; and (ii) a majority of the votes cast on the Arrangement Resolution by Shareholders present in person (virtually) or represented by proxy at the Meeting, excluding votes attached to Apollo Shares required to be excluded for obtaining majority of the minority approval at the Meeting pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). Shareholders approved the Arrangement Resolution with approximately 99.942% of the votes cast at the Meeting in favour of the Arrangement (99.855% excluding the votes of certain persons in accordance with MI 61-101).

Apollo will be seeking a final order from the Ontario Superior Court of Justice (Commercial List) with respect to the Arrangement on January 4, 2021 and the Arrangement is expected to be completed on January 7, 2021.

Detailed Voting Results

Total Apollo Shares issued and outstanding at record date (November 17, 2021)

72,743,990

Total Apollo Shares represented at the Meeting in person and by proxy

56,349,501

Percentage of Apollo Shares represented at the Meeting

77.463%

Approval of Arrangement

Votes For

% of Votes For

Votes Against

% of Votes Against

Apollo Shareholders

56,316,882

99.942%

32,616

0.058%

Apollo Shareholders (Majority of Minority)

22,429,523

99.855%

32,616

0.145%

ABOUT APOLLO HEALTHCARE CORP.

Based in Ontario, Canada, Apollo Healthcare Corp. is one of the largest private label personal care product manufacturers in North America, developing and manufacturing retailer branded and private label products for major North American retailers. Apollo’s products are sold in tens of thousands of stores across North America and its customer base spans across major North American grocery, drug, and mass merchandise retailers, users as well as wholesale clubs. In addition to private label, Apollo also manufactures products on a contract basis for many of its clients.

ABOUT ANJAC SAS

Anjac Health and Beauty Services provides contract development, manufacturing services, and analytical testing for pharmaceuticals, medical devices, health and hygiene products, and beauty products. The Anjac group of companies brings together 10 leading, complementary enterprises, and 14 research, development and production facilities, across the health, hygiene, beauty and food supplements industries. Anjac was founded in 2008, has approximately 1,700 employees globally, and is based in Paris, France.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS:

This press release contains forward-looking information and forward-looking statements within the meaning of applicable securities laws and is based on the expectations, estimates and projections of management of Apollo as of the date of this press release, unless otherwise stated. The use of any of the words “expect”, “anticipate”, “continue”, “estimate”, “objective”, “ongoing”, “may”, “will”, “project”, “should”, “believe”, “plans”, “intends” and similar expressions are intended to identify forward-looking information. In particular, this press release contains, without limitation, forward-looking information and statements pertaining to: receipt of the final order from the Ontario Superior Court of Justice (Commercial List); the ability of the parties to satisfy the other conditions to, and to complete, the Arrangement; and the anticipated timing for the closing of the Arrangement. Such factors include, but are not limited to, the risks, factors and assumptions discussed in the section entitled, “Risk Factors” in the Annual Information Form of the Company dated March 15, 2021 and in the section entitled “Risk Factors” in Information Circular of the Company dated November 25, 2021 and other documents filed by the Company with the Ontario Securities Commission and other securities regulators across Canada. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. The forward-looking statements contained in this press release are made as at the date of this press release and Apollo does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

View source version on businesswire.com: https://www.businesswire.com/news/home/20211224005095/en/

Contacts

Apollo Healthcare Corp.

info@ahcinvestor.com

Paul Bozoki, Chief Financial Officer

647-370-5907

www.apollohealthcarecorp.com

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