LifeSpeak Inc. Announces Receipt of Interim Order for Plan of Arrangement
TORONTO, May 22, 2025 /CNW/ - LifeSpeak Inc. (" LifeSpeak" or the " Company") (TSX: LSPK), the leading whole-person wellbeing solution for employers, health plans and other organizations, today announced that the Ontario Superior Court of Justice (Commercial List) (the " Court") has granted an interim order (the " Interim Order") authorizing various matters in connection with the Company's previously announced plan of arrangement under Section 192 of the Canada Business Corporations Act (Ontario) (the " Transaction") pursuant to an arrangement agreement with 1001180076 Ontario Inc. dated April 17, 2025 (the " Arrangement Agreement").
The Interim Order provides, among other matters, that a special meeting (the " Meeting") of holders of LifeSpeak's common shares (" Shareholders") may be held on June 23, 2025 at 10:00 a.m. (Toronto Time) to consider the Transaction and that the record date (the " Record Date") for determining the Shareholders entitled to notice of, and to vote at, such Meeting is the close of business (Toronto time) on May 21, 2025. The Meeting will be held in a virtual format only, which will be conducted via a live webcast at https://virtual-meetings.tsxtrust.com/1813.
The Transaction is subject to the approval of an affirmative vote of at least: (i) two-thirds (66 2/3%) of the votes cast by the Shareholders virtually present or represented by proxy at the Meeting and (ii) a majority of the votes cast by Shareholders virtually present or represented by proxy at the Meeting, excluding the votes of any Shareholders required to be excluded for purposes of the "minority approval" requirement under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101") in the context of a "business combination", and excluding the votes of the rolling shareholders and any other shareholders that may be required to be excluded pursuant to MI 61-101. In addition to the receipt of the requisite approval of the LifeSpeak Shareholders, the completion of the Transaction is subject to final approval by the Court and the satisfaction of customary closing conditions.
The board of directors of the Company (the "Board") (excluding those with a conflict of interest), and the independent special committee of the Board, unanimously recommend that Shareholders vote in favour of the Transaction at the Meeting.
Further details regarding the Transaction will be included in the management information circular (the " Circular") to be sent to Shareholders of record as of the Record Date in accordance with applicable securities law. The Circular will be filed by LifeSpeak on SEDAR+ and will be available under the Company's profile at www.sedarplus.com. Shareholders should carefully review all Meeting materials as they contain important information concerning the Transaction and the rights and entitlements of the Shareholders.
About LifeSpeak Inc.
Celebrating 20 years of supporting employee wellbeing, LifeSpeak Inc. is the leading provider of mental, physical, and family wellbeing solutions for employers, health plans, and other organizations across the globe. LifeSpeak is a holistic, personalized solution that provides expert support and thousands of on-demand fitness classes, nutrition guidance, and mental health education. Using AI, LifeSpeak creates a seamless, personalized journey—bridging the critical gap between physical and mental health, because true wellness happens when body and mind work together. The company's portfolio of offerings also includes Torchlight Parenting & Caregiving and ALAViDA Substance Use. Insights from LifeSpeak Inc.'s digital and data-driven solutions empower organizations and individuals to take impactful action to strengthen wellbeing and maximize workplace performance. To learn more, follow LifeSpeak Inc. on LinkedIn (http://www.linkedin.com/company/lifespeak-inc), or visit www.LifeSpeak.com. Because wellbeing can't wait.
Forward-Looking Information
This press release may include "forward-looking information" within the meaning of applicable securities laws. Such forward-looking information may include, but is not limited to, statements regarding the date of the Meeting, the Record Date, the sending of the Circular and the approval of the Transaction by Shareholders and the Court. Forward-looking information is based on assumptions that may prove to be incorrect, including but not limited to, that the parties will receive, in a timely manner and on satisfactory terms, the necessary Court, shareholder and regulatory approvals, and that the parties will otherwise be able to satisfy, in a timely manner, the other conditions to the closing of the Transaction. The Company considers these assumptions to be reasonable in the circumstances. However, there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. By its nature, forward-looking information involves known and unknown risks, uncertainties, changes in circumstances and other factors that are difficult to predict and many of which are outside of the Company's control which may cause actual results to differ materially from any future or potential results expressed or implied by such forward-looking information.
In some cases, but not necessarily in all cases, forward-looking information can be identified by the use of forward-looking terminology and phrases such as "forecast", "target", "goal", "may", "might", "will", "could", "expect", "anticipate", "estimate", "intend", "plan", "indicate", "seek", "believe", "predict", or "likely", or the negative of these terms, or other similar expressions intended to identify forward-looking information, including references to assumptions. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding possible future events, circumstances or performance. Forward-looking information is necessarily based on a number of opinions, estimates and assumptions that, while considered reasonable by LifeSpeak as of the date of this release, is subject to known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements to be materially different from those expressed or implied by such forward-looking information.
Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking information include, but are not limited to, the possibility that the proposed Transaction will not be completed on the terms and conditions, or on the timing, currently contemplated, or at all, the possibility of the Arrangement Agreement being terminated in certain circumstances, the ability to send the Circular prepared in connection with the Meeting, the ability to hold the Meeting within the time frame indicated, as well as the risk factors identified under "Risk Factors" in LifeSpeak's annual information form for fiscal year ended December 31, 2024 , and in other periodic filings that LifeSpeak has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under LifeSpeak's SEDAR+ profile at www.sedarplus.com. These factors are not intended to represent a complete list of the factors that could affect LifeSpeak. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking information, which speak only as of the date of this release. LifeSpeak undertakes no obligation to publicly update any forward-looking information, except as required by applicable securities laws.
Accordingly, prospective investors should not place undue reliance on forward-looking information. The forward-looking information contained in this press release represents the Company's expectations as of the date of this press release (or as the date it is otherwise stated to be made) and is subject to change after such date. However, the Company disclaims any intention or obligation or undertaking to update or revise any forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws.
SOURCE LifeSpeak Inc.
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These statements are subject to certain risks, assumptions, and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. The words 'believe', 'plan', 'intend', 'estimate', 'expect', or 'anticipate', and similar expressions, as well as future or conditional verbs such as 'will', 'should', 'would', 'could', and similar verbs often identify forward-looking statements. We have based these forward-looking statements on our current views with respect to future events and financial performance. 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These forward-looking statements are also subject to the risks and uncertainties discussed in this news release, in the 'Risks and Uncertainties' section and elsewhere in the Company's MD&A and other risks detailed from time to time in the publicly filed disclosure documents of Andrew Peller Limited which are available at Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, and assumptions which could cause actual results to differ materially from those conclusions, forecasts, or projections anticipated in these forward-looking statements. Because of these risks, uncertainties and assumptions, you should not place undue reliance on these forward-looking statements. The Company's forward-looking statements are made only as of the date of this news release, and except as required by applicable law, the Company undertakes no obligation to update or revise these forward-looking statements to reflect new information, future events or circumstances or otherwise.
