Latest news with #ArrangementResolution
Cision Canada
10 hours ago
- Business
- Cision Canada
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 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 ( or visit 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 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.
Yahoo
10 hours ago
- Business
- Yahoo
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 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 ( or visit 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 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. View original content to download multimedia:
Cision Canada
4 days ago
- Business
- Cision Canada
The INX Digital Company, Inc. Announces Shareholder Approval of Previously Announced Arrangement with Republic
TORONTO and NEW YORK, June 19, 2025 /CNW/ - The INX Digital Company, Inc. (Cboe CA: INXD) (OTCQB: INXDF) (INXATS: INX) (" INX" or the " Company") is pleased to announce that its previously announced plan of arrangement (the " Arrangement") with Republic Strategic Acquisition Co., a wholly-owned subsidiary of OpenDeal Inc. (d/b/a Republic) (" Republic") was approved by the Company's shareholders (" Shareholders") at today's annual general and special meeting of Shareholders (the " Meeting"). Pursuant to the Arrangement, Republic will acquire all of the outstanding shares of the Company (the " Shares") not already held by Republic. 144,189,371 votes, or approximately 99.99% of the votes cast at the Meeting by Shareholders voting virtually or represented by proxy were cast in favour of the special resolution approving the Arrangement (the " Arrangement Resolution")(51,488,664 votes, or approximately 99.98% of the votes were cast in favour of the Arrangement Resolution, excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions). The Arrangement Resolution was required to be passed by (i) at least two-thirds (66 2/3%) of the votes cast at the Meeting by the Shareholders voting virtually or represented by proxy at the Meeting; and (ii) a majority of the votes cast by the Shareholders voting virtually or represented by proxy at the Meeting and entitled to vote thereat, excluding Shares required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. Details of the voting results will be filed under the Company's profile on SEDAR+ at The Company will apply for a final order of the Supreme Court of British Columbia on June 25, 2025. Closing of the Arrangement remains subject to certain customary closing conditions including court approval. Assuming the satisfaction of these closing conditions, the Arrangement is expected to close in the fourth quarter of 2025. About the INX Group: INX provides regulated trading platforms for digital securities and cryptocurrencies. With a blend of traditional market expertise and a disruptive fintech approach, INX offers state-of-the-art solutions to modern financial challenges. The company is led by a dedicated team of business, finance, and technology veterans committed to redefining capital markets through blockchain technology and a disciplined regulatory approach. The INX Digital Company, Inc. is the holding company for the INX Group, which includes regulated trading platforms for digital securities and cryptocurrencies. The INX Group's vision is to be the preferred global regulated hub for digital assets on the blockchain. Our mission is to bring communities together and empower them with financial innovation. INX's journey began with the initial public token offering of the INX Token, in which it raised US$84 million. The INX Group is shaping the blockchain asset industry by working within a regulated environment under oversight from regulators like the SEC and FINRA. For more information, please visit the INX Group website here. About Republic: Headquartered in New York City, Republic is a global financial firm operating a network of retail-focused investment platforms and an enterprise digital advisory arm. With a deep track record of legal and technical innovation, Republic is known for providing access to new asset classes to investors of all types. Backed by Valor Equity Partners, Galaxy Interactive, HOF Capital, AngelList and other leading institutions, Republic boasts a global portfolio of over 2,000 companies and a community of nearly three million members in over 150 countries. More than $3 billion has been deployed through investment platforms, funds, and firms within the Republic family of companies with operations established in the US, the UK, EU, the UAE, and South Korea. For more information on Republic, visit All broker-dealer related securities activity is conducted by OpenDeal Broker LLC, an affiliate of OpenDeal Inc. and OpenDeal Portal LLC, and a registered broker-dealer, and member of FINRA | SiPC, located at 149 5th Avenue, 10th FL, New York, 10010 please check our background on FINRA's BrokerCheck and Form CRS here. *Any commission sharing agreements between INX and Republic are specifically between Republic's regulated entities - OpenDeal Portal LLC and OpenDeal Broker LLC. Cautionary Note Regarding Forward-Looking Information and Other Disclosures This press release contains statements that constitute "forward-looking information" (" forward-looking information") within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking information and are based on expectations, estimates, and projections as of the date of this news release. Forward-looking information includes predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events, or performance and often uses phrases such as "expects", "anticipates", "plans", "believes", or variations of such words and phrases. Forward-looking information includes, but is not limited to, statements with respect to the Arrangement, including the timing to complete the Arrangement, and other statements that are not historical facts. INX has made certain assumptions in disclosing the forward-looking information contained in this press release, including the continued development of the INX trading platform, the ability to complete the Arrangement on the contemplated terms or at all, and that the conditions precedent to closing of the Arrangement can be satisfied. While INX believes the expectations reflected in such forward-looking information are reasonable, no assurance can be given that these expectations will prove correct. Known and unknown risks, uncertainties, and other factors may cause actual results and future events to differ materially from those expressed or implied by such forward-looking information. Factors include the ability to complete the Arrangement on the contemplated terms or at all, that the conditions precedent to closing of the Arrangement can be satisfied, regulatory developments, market conditions for digital securities and cryptocurrencies, and general economic conditions. Readers should not place undue reliance on the forward-looking information contained in this press release. Except as required by law, INX disclaims any intention and assumes no obligation to update or revise forward-looking information to reflect actual results or new information. Cboe Canada is not responsible for the adequacy or accuracy of this press release. This news release does not constitute an offer to sell or solicit an offer to buy any securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. SOURCE The INX Digital Company, Inc.
Cision Canada
09-06-2025
- Business
- Cision Canada
Ceres Global Ag Corp. Announces Filing of Circular and Receipt of Interim Order in Relation to Proposed Plan of Arrangement with Bartlett Grain Company
MINNEAPOLIS, June 9, 2025 /CNW/ - Ceres Global Ag Corp. (" Ceres" or the " Corporation") (TSX: CRP) today announced that it has filed and is in the process of mailing its management information circular (the " Circular") and related materials to shareholders of Ceres (the " Shareholders") in connection with the special meeting (the " Meeting") of Shareholders to be held on Monday, June 30, 2025, to consider and vote on a special resolution (the " Arrangement Resolution") approving the previously announced statutory plan of arrangement pursuant to which 1001239530 Ontario Inc., a newly formed entity controlled by Bartlett Grain Company, LLC, will acquire all of the issued and outstanding common shares of Ceres (the " Shares") for a price of US$4.50 per Share, in cash (the " Transaction"), all as more particularly described in the Circular. The Circular and related materials can be accessed on Ceres' website at as well as under Ceres' profile on SEDAR+ at Shareholders are urged to carefully review and consider the Circular and related materials, which contain important information concerning the Transaction and the rights and entitlements of the Shareholders in relation thereto and to consult with their financial, tax, legal or other professional advisors. Voting at Virtual Meeting of Shareholders The Meeting will be held virtually on June 30, 2025 at 8:30 a.m. EST. Shareholders can access the Meeting using the following link: (case sensitive password: ceres2025). The Circular provides important and detailed instructions about how to participate in the Meeting. Only registered Shareholders as at the close of business on May 30, 2025 (or their duly appointed and registered proxyholders), are entitled to receive notice of and to vote at the Meeting. The deadline for completed proxies to be received by the Corporation's transfer agent, TSX Trust Company, is Thursday, June 26, 2025 at 8:30 a.m. EST (or, if the Meeting is adjourned or postponed, no later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Ontario) before the adjourned meeting is reconvened or the postponed meeting is convened). Shareholders are encouraged to cast their votes well in advance of the proxy voting deadline. Receipt of Interim Court Order On May 28, 2025, the Ontario Superior Court of Justice (Commercial List) (the " Court") granted an interim order in respect of the Transaction (the " Interim Order"). The Interim Order authorizes Ceres to proceed with various matters relating to the Transaction, including the holding of the Meeting for Shareholders to consider and vote on the Arrangement Resolution. Recommendation of the Independent Committee and the Board The Board's standing independent committee (the " Independent Committee"), after receiving financial advice from Blair Franklin Capital Partners Inc., an independent financial advisor retained by the Board, unanimously recommended that the Board approve the Transaction and recommend that Shareholders vote in favour of the Arrangement Resolution at the Meeting. The Board, after receiving advice from its independent financial advisor and outside legal counsel and the unanimous recommendation of the Independent Committee, unanimously determined that the Transaction is in the best interests of the Corporation and is fair to Shareholders and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution. About Ceres Global Ag Corp. Ceres and its subsidiaries add value across agricultural, energy and industrial supply chains through efficient sourcing, storing, transporting and marketing of high‐quality agricultural commodities, value‐added products and raw materials. Leveraging its network of commodity logistics centers and team of industry experts, Ceres connects farmers to customers around the world. Ceres is headquartered in Golden Valley, Minnesota, and together with its affiliated companies, operates 10 locations across Saskatchewan, Manitoba, and Minnesota. These facilities have an aggregate grain and oilseed storage capacity of approximately 29 million bushels. The Corporation also owns membership interests in three agricultural joint ventures that have an aggregate grain and oilseed storage capacity of approximately 16 million bushels. Ceres has a 50% interest in Savage Riverport, LLC (a joint venture with Consolidated Grain and Barge Co.), a 50% interest in Berthold Farmers Elevator, LLC (a joint venture with The Berthold Farmers Elevator Company), a 50% interest in Farmers Grain, LLC (a joint venture with Farmer's Cooperative Grain and Seed Association), a 41.6% interest in Gateway Energy Terminal (an unincorporated joint venture with Steel Reef Infrastructure Corp.), and a 25% interest in Stewart Southern Railway Inc. (a short‐line railway located in southeast Saskatchewan with a range of 130 kilometers). For more information about Ceres, please visit Forward-Looking Information This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and United States securities laws. Forward-looking information may include, but is not limited to, statements regarding the Transaction, the timing of the Meeting and the mailing date of the Meeting materials. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", "may have implications" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Key assumptions upon which such forward-looking information is based are listed in the "Key Assumptions & Advisories" section of the MD&A for the period ended March 31, 2025. Many such assumptions are based on factors and events that are not within the control of Ceres and there is no assurance they will prove to be correct. The risks and uncertainties the forward looking information is subject to include, but are not limited to, the risk factors described in greater detail under "Risk Factors" of the Circular relating to the Meeting. These risks and uncertainties further include (but are not limited to), as concerns the Transaction, the failure of the parties to obtain the necessary Shareholder, regulatory and Court approvals or to otherwise satisfy the conditions to the completion of the Transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Transaction costs or unknown liabilities, failure to realize the expected benefits of the Transaction, and general economic conditions. Failure to obtain the necessary Shareholder, regulatory and Court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the proposed Transaction and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Ceres to successfully implement strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Corporation's assets, the availability and price of commodities and regulatory environment, processes and decisions. Although Ceres has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results that are not anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Ceres undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information. SOURCE Ceres Global Ag Corp.
Yahoo
09-06-2025
- Business
- Yahoo
Ceres Global Ag Corp. Announces Filing of Circular and Receipt of Interim Order in Relation to Proposed Plan of Arrangement with Bartlett Grain Company
MINNEAPOLIS, June 9, 2025 /CNW/ - Ceres Global Ag Corp. ("Ceres" or the "Corporation") (TSX: CRP) today announced that it has filed and is in the process of mailing its management information circular (the "Circular") and related materials to shareholders of Ceres (the "Shareholders") in connection with the special meeting (the "Meeting") of Shareholders to be held on Monday, June 30, 2025, to consider and vote on a special resolution (the "Arrangement Resolution") approving the previously announced statutory plan of arrangement pursuant to which 1001239530 Ontario Inc., a newly formed entity controlled by Bartlett Grain Company, LLC, will acquire all of the issued and outstanding common shares of Ceres (the "Shares") for a price of US$4.50 per Share, in cash (the "Transaction"), all as more particularly described in the Circular. The Circular and related materials can be accessed on Ceres' website at as well as under Ceres' profile on SEDAR+ at Shareholders are urged to carefully review and consider the Circular and related materials, which contain important information concerning the Transaction and the rights and entitlements of the Shareholders in relation thereto and to consult with their financial, tax, legal or other professional advisors. Voting at Virtual Meeting of Shareholders The Meeting will be held virtually on June 30, 2025 at 8:30 a.m. EST. Shareholders can access the Meeting using the following link: (case sensitive password: ceres2025). The Circular provides important and detailed instructions about how to participate in the Meeting. Only registered Shareholders as at the close of business on May 30, 2025 (or their duly appointed and registered proxyholders), are entitled to receive notice of and to vote at the Meeting. The deadline for completed proxies to be received by the Corporation's transfer agent, TSX Trust Company, is Thursday, June 26, 2025 at 8:30 a.m. EST (or, if the Meeting is adjourned or postponed, no later than forty-eight (48) hours (excluding Saturdays, Sundays and statutory holidays in Ontario) before the adjourned meeting is reconvened or the postponed meeting is convened). Shareholders are encouraged to cast their votes well in advance of the proxy voting deadline. Receipt of Interim Court Order On May 28, 2025, the Ontario Superior Court of Justice (Commercial List) (the "Court") granted an interim order in respect of the Transaction (the "Interim Order"). The Interim Order authorizes Ceres to proceed with various matters relating to the Transaction, including the holding of the Meeting for Shareholders to consider and vote on the Arrangement Resolution. Recommendation of the Independent Committee and the Board The Board's standing independent committee (the "Independent Committee"), after receiving financial advice from Blair Franklin Capital Partners Inc., an independent financial advisor retained by the Board, unanimously recommended that the Board approve the Transaction and recommend that Shareholders vote in favour of the Arrangement Resolution at the Meeting. The Board, after receiving advice from its independent financial advisor and outside legal counsel and the unanimous recommendation of the Independent Committee, unanimously determined that the Transaction is in the best interests of the Corporation and is fair to Shareholders and unanimously recommends that Shareholders vote in favour of the Arrangement Resolution. About Ceres Global Ag Corp. Ceres and its subsidiaries add value across agricultural, energy and industrial supply chains through efficient sourcing, storing, transporting and marketing of high‐quality agricultural commodities, value‐added products and raw materials. Leveraging its network of commodity logistics centers and team of industry experts, Ceres connects farmers to customers around the world. Ceres is headquartered in Golden Valley, Minnesota, and together with its affiliated companies, operates 10 locations across Saskatchewan, Manitoba, and Minnesota. These facilities have an aggregate grain and oilseed storage capacity of approximately 29 million bushels. The Corporation also owns membership interests in three agricultural joint ventures that have an aggregate grain and oilseed storage capacity of approximately 16 million bushels. Ceres has a 50% interest in Savage Riverport, LLC (a joint venture with Consolidated Grain and Barge Co.), a 50% interest in Berthold Farmers Elevator, LLC (a joint venture with The Berthold Farmers Elevator Company), a 50% interest in Farmers Grain, LLC (a joint venture with Farmer's Cooperative Grain and Seed Association), a 41.6% interest in Gateway Energy Terminal (an unincorporated joint venture with Steel Reef Infrastructure Corp.), and a 25% interest in Stewart Southern Railway Inc. (a short‐line railway located in southeast Saskatchewan with a range of 130 kilometers). For more information about Ceres, please visit Forward-Looking Information This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation and United States securities laws. Forward-looking information may include, but is not limited to, statements regarding the Transaction, the timing of the Meeting and the mailing date of the Meeting materials. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", "believes", "may have implications" or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made and is based on a number of assumptions and subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Key assumptions upon which such forward-looking information is based are listed in the "Key Assumptions & Advisories" section of the MD&A for the period ended March 31, 2025. Many such assumptions are based on factors and events that are not within the control of Ceres and there is no assurance they will prove to be correct. The risks and uncertainties the forward looking information is subject to include, but are not limited to, the risk factors described in greater detail under "Risk Factors" of the Circular relating to the Meeting. These risks and uncertainties further include (but are not limited to), as concerns the Transaction, the failure of the parties to obtain the necessary Shareholder, regulatory and Court approvals or to otherwise satisfy the conditions to the completion of the Transaction, failure of the parties to obtain such approvals or satisfy such conditions in a timely manner, significant Transaction costs or unknown liabilities, failure to realize the expected benefits of the Transaction, and general economic conditions. Failure to obtain the necessary Shareholder, regulatory and Court approvals, or the failure of the parties to otherwise satisfy the conditions to the completion of the Transaction or to complete the Transaction, may result in the Transaction not being completed on the proposed terms, or at all. In addition, if the Transaction is not completed, and the Corporation continues as a publicly-traded entity, there are risks that the announcement of the proposed Transaction and the dedication of substantial resources of the Corporation to the completion of the Transaction could have an impact on its business and strategic relationships (including with future and prospective employees, customers, suppliers and partners), operating results and activities in general, and could have a material adverse effect on its current and future operations, financial condition and prospects. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include, among others, risks related to weather, politics and governments, changes in environmental and other laws and regulations, competitive factors in agricultural, food processing and feed sectors, construction and completion of capital projects, labour, equipment and material costs, access to capital markets, interest and currency exchange rates, technological developments, global and local economic conditions, the ability of Ceres to successfully implement strategic initiatives and whether such strategic initiatives will yield the expected benefits, the operating performance of the Corporation's assets, the availability and price of commodities and regulatory environment, processes and decisions. Although Ceres has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results that are not anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Ceres undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information. SOURCE Ceres Global Ag Corp. View original content:
