LifeSpeak Inc. Announces Voting Results from Special Meeting of Shareholders
TORONTO, June 23, 2025 /CNW/ - LifeSpeak Inc. (" LifeSpeak" or the " Company") (TSX: LSPK), the leading whole-person wellbeing solution for employers, health plans and other organizations, is pleased to announce the positive outcome of the shareholders' vote at today's special meeting (the " Meeting") of the holders (" Shareholders") of common shares in the capital of the Company (" Shares"). At the Meeting, Shareholders passed a special resolution (the " Arrangement Resolution") approving the previously announced statutory plan of arrangement under Section 192 of the Canada Business Corporations Act (the " Arrangement"), pursuant to an arrangement agreement between the Company and 1001180076 Ontario Inc. dated April 17, 2025 (the " Arrangement Agreement").
The Arrangement Resolutions were required to be passed by 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 the Shareholders virtually present or represented by proxy at the Meeting, excluding votes of any Shareholders required to be excluded pursuant to MI 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 other shareholders required to be excluded pursuant to MI 61-101. Shareholders approved the Arrangement Resolution with approximately 99.93% of the votes cast at the Meeting in favour of the Arrangement (99.45% excluding the votes of certain persons in accordance with MI 61-101).
Details of the voting results will be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.
The Company will be seeking a final order from the Ontario Superior Court of Justice (Commercial List) with respect to the Arrangement on June 25, 2025 and the Arrangement is expected to be completed on or around June 26, 2025. The completion of the Arrangement remains subject to the final approval by the Court and the satisfaction of customary closing conditions.
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 receipt of the final order by the Ontario Superior Court of Justice (Commercial List) and the completion of the Arrangement. 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 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 Arrangement. 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 Arrangement 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, 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.
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