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Proxy Advisor Glass, Lewis & Co., Recommends Titan Shareholders Vote FOR the Amalgamation Between Titan and Conavi
Titan Medical Inc.
5 min read
Titan Medical Inc.
TORONTO, Ontario, Sept. 19, 2024 (GLOBE NEWSWIRE) -- Titan Medical Inc. (“Titan”) (TSX: TMD; OTC: TMDIF) is pleased to announce that a second independent proxy advisor, Glass Lewis has recommended that their clients to vote their shares FOR the proposed amalgamation with Conavi Medical Inc. (the “Amalgamation”) at the annual general and special meeting of Titan to be held on September 30, 2024 (the “Meeting”).
Glass Lewis is the second leading independent proxy advisory firm to recommend shareholders vote “FOR” the Amalgamation, following the previously announced recommendation from Institutional Shareholder Services (“ISS”).
In reaching its recommendation that Shareholders vote FOR the Amalgamation Glass Lewis stated in their report:
“Placed in context with contemporaneous operational and financial obstacles discussed in the Company's circular, we believe Titan undertook a fairly thorough process involving, among other things, an active solicitation effort, public disclosure of the results of that effort, subsequent licensing and asset sale efforts and the termination of certain executives and halting of expenditures related to the Company's robotic-assisted surgical platform in order to preserve liquidity. Following a pivot to an IP licensing company in June 2023, the Company announced it would be pursuing certain transactional alternatives with counterparties focused on biotech, medtech or another life sciences technology-based business. As part of this effort, Conavi was ultimately identified as the most compelling transactional counterparty, and an agreement between the two firms was publicly disclosed on March 18, 2024. To date and to the best of our knowledge, no alternatives to the current agreement have emerged.
In particular, we note continuing shareholders will retain ongoing exposure to a restructured issuer with a prospectively viable technology and, in this instance, additional financial resources between C$7.5 million and $20.0 million. We believe there exists at least reasonable cause to conclude this is likely to represent a superior outcome relative to maintenance of the status quo. We further note Titan has received a favorable fairness opinion from Raymond James in connection with the proposed transaction.”
“These endorsements from both ISS and Glass Lewis underscore and provide another independent validation of the strategic value and financial benefits of the proposed Amalgamation to Titan shareholders.” Said Paul Cataford, Titan’s Interim CEO and Board Chairman. “It is imperative that all shareholders vote their shares immediately as we close in on the proxy deadline. It would be disappointing for the outcome of all shareholders of Titan to be determined by a small number of shareholders who took the time to vote.”
VOTE TODAY
Don’t Delay. Your vote matters no matter how many shares you own. Please vote by September 26, 2024 at 4:00 pm Eastern Time.
Shareholder Questions and Assistance.
Shareholders are reminded to attend the SHAREHOLDER QUESTION AND ANSWER SESSION, scheduled for this afternoon.
Shareholders who have any questions about the Meeting, or require assistance with voting, may contact Shorecrest Group by telephone at 1-888-637-5789 or +1-647-931-7454 (Bankers & Brokers/collect calls outside North America) or by email at contact@shorecrestgroup.com.
About Titan Medical
Titan Medical Inc. (TSX: TMD; OTC: TMDIF), a medical technology company incorporated under the Business Corporations Act (Ontario) and headquartered in Toronto, Ontario, has developed an expansive patent portfolio related to the enhancement of robotic assisted surgery (RAS), including through a single access point, and is currently focused on evaluating new opportunities to further develop and license its intellectual property.
About Conavi Medical
Conavi Medical Inc. is a privately-owned company focused on designing, manufacturing, and marketing imaging technologies to guide common minimally invasive cardiovascular procedures. Its patented Novasight Hybrid™ System is the first system to combine both IVUS and OCT to enable simultaneous and co-registered imaging of coronary arteries. The Novasight Hybrid System has 510(k) clearance from the U.S. Food and Drug Administration; and regulatory approval for clinical use from Health Canada, China’s National Medical Products Administration, and Japan’s Ministry of Health, Labor and Welfare. For more information, visit http://www.conavi.com/.
Cautionary Statement Regarding Forward-Looking Information
This news release contains “forward-looking statements” within the meaning of applicable Canadian and U.S. securities laws, which reflect the current expectations of management of Titan’s future growth, results of operations, performance and business prospects and opportunities. Forward-looking statements are frequently, but not always, identified by words such as “may”, “would”, “could”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “potential for” and similar expressions, although these words may not be present in all forward-looking statements. Forward-looking statements that appear in this release may include, without limitation, references to: regarding the Amalgamation, including the anticipated timing of the Meeting, and other statements that are not historical facts.
These forward-looking statements reflect management’s current beliefs with respect to future events, and are based on information currently available to management that, while considered reasonable by management as of the date on which the statements are made, are inherently subject to significant business, economic and competitive uncertainties and contingencies which could result in actions, events, conditions, results, performance or achievements to be materially different from those projected in the forward-looking statements. Forward-looking statements involve significant risks, uncertainties and assumptions and many factors could cause Titan’s actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Such factors and assumptions include, but are not limited to, Titan’s ability to retain key personnel; its ability to execute on its business plans and strategies; its ability to continue to license some or all its intellectual property to third parties and receive any material consideration; the receipt of required approvals from the TSXV and Titan’s shareholders in connection with the Transaction or change of listing or as to the success of Conavi’s Concurrent Financing (or the terms upon which such financing may be available if at all)and other factors listed in the “Risk Factors” section of Titan’s Annual Information Form for the fiscal year ended December 31, 2023 (which may be viewed at www.sedarplus.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements may vary materially from those expressed or implied by the forward-looking statements contained in this news release. These factors should be considered carefully, and prospective investors should not place undue reliance on the forward-looking statements.
Although the forward-looking statements contained in the news release are based upon what management currently believes to be reasonable assumptions and Titan has attempted to identify important factors that could cause actual actions, events, conditions, results, performance or achievements to differ materially from those described in forward-looking statements, Titan cannot assure prospective investors that actual results, performance or achievements will be consistent with these forward-looking statements. Except as required by law, Titan expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Accordingly, investors should not place undue reliance on forward-looking statements. All the forward-looking statements are expressly qualified by the foregoing cautionary statements.
