TORONTO, June 17, 2024 (GLOBE NEWSWIRE) — CloudMD Software & Services Inc. (TSXV: DOC, Frankfurt: 6PH) (the “Company” or “CloudMD”), is pleased to announce that Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”), two leading independent proxy advisory firms, have each recommended that CloudMD shareholders (“Shareholders”) vote “FOR” the proposed go-private transaction of CloudMD with 1480775 B.C. Ltd., an affiliate of CPS Capital LP (a private equity investment firm) pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
The ISS report states that, among other things, “the Arrangement makes strategic sense, and the cash consideration provides both certain and immediate value to an investor base which might not otherwise have the opportunity for a liquidity event.”
Glass Lewis has also released a report recommending that Shareholders vote “FOR” the Arrangement.
“The endorsements from both ISS and Glass Lewis underscore the strategic value and financial benefits of the proposed transaction. Their recommendations validate our belief that this Arrangement is in the best interests of our shareholders,” said Karen Adams, CEO of CloudMD.
ISS and Glass Lewis are recognized as leading independent proxy and corporate governance advisory firms whose recommendations are relied upon by many major institutional investment firms, mutual and pension funds and other institutional shareholders.
CloudMD Board Recommendation
The board of directors of CloudMD unanimously recommends that CloudMD shareholders and optionholders (the “Securityholders”) vote “FOR” the Arrangement.
Full details of the proposed Arrangement and voting instructions are set out in the Company’s management information circular dated May 29, 2024 (the “Circular”) and related proxy materials in respect of the special meeting of Securityholders (the “Meeting”).
Please visit the Meeting page on CloudMD’s website for complete details and links to all relevant documents ahead of the Meeting at investors.cloudmd.ca/events–presentations/special-meeting/.
Vote Today
Securityholders are encouraged to read the Circular and vote well in advance of the proxy deadline of 10:00 a.m. (Toronto time) on Tuesday, June 25, 2024.
Special Meeting Details
CloudMD will hold the Meeting on Thursday June 27, 2024, at 10:00 a.m. (Toronto time) via audio webcast (at https://web.lumiconnect.com/416813823) with the ability to participate in the virtual Meeting as explained in the Circular.
Securityholder Questions and Assistance
Securityholders who have questions or require assistance with voting may contact Laurel Hill Advisory Group, CloudMD’s proxy solicitation agent and shareholder communications advisor:
Laurel Hill Advisory Group
Toll Free: 1-877-452-7184 (for securityholders in North America)
International: +1 416-304-0211 (for securityholders outside Canada and the US)
By Email: assistance@laurelhill.com
About CloudMD
CloudMD is an innovative North American healthcare service provider focused on empowering healthier living by combining leading edge technology with an exceptional national network of healthcare professionals. Every day, our employees and health care providers live our values of delivering excellence, collaboration, connected communication and accountability to solve complex health problems. CloudMD’s industry leading workplace health and wellbeing solution, Kii, supports members and their families with a personalized and connected healthcare experience across mental, physical and occupation health. Kii delivers superior clinical health outcomes, consistent high engagement, and measurable ROI for payers such as employers, educational institutions, associations, government, and insurers. CloudMD is also a market leader in workplace absence management through data-driven prevention, intervention and return to work programs.
In addition, the Company sells health and productivity tools to hospitals, clinics, and other healthcare service providers to empower them to deliver better care. Visit www.cloudmd.ca to learn more about the Company’s comprehensive healthcare offerings.
“Karen Adams”
Chief Executive Officer
FOR ADDITIONAL INFORMATION, CONTACT:
Investor Relations
Investors@cloudmd.ca
1-647-484-1405
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Statements
This news release contains “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws, including statements relating to the Arrangement, including in respect of the impact of the Arrangement, the anticipated Meeting date, timing for completion of the Arrangement and receiving the required regulatory and court approvals, and CloudMD’s expectations regarding liquidity and continuity of the Company’s business and operations. All information that is not clearly historical in nature may constitute forward‐looking statements. In some cases, forward‐looking statements may be identified by the use of terms such as “forecast”, “projected”, “assumption” and other similar expressions or future or conditional terms such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would”, and “should”. Forward-looking statements contained in this news release are based on certain factors and assumptions made by management of CloudMD based on their current expectations, estimates, projections, assumptions and beliefs regarding their business and CloudMD does not provide any assurance that actual results will meet management’s expectations. While management considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward‐looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties and other factors, including those risks described in the Company’s MD&A (which is filed under the Company’s issuer profile on SEDAR+ and can be accessed at www.sedarplus.ca), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking statements. Although CloudMD has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward‐looking statements, other factors may cause actions, events or results to be different than anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward‐looking statements. Accordingly, readers should not place undue reliance on forward‐looking information. CloudMD does not undertake to update any forward-looking information, whether as a result of new information or future events or otherwise, except as may be required by applicable securities laws.
