Velan Inc. has announced that holders (Shareholders) of subordinate voting shares (the SVS) and of multiple voting shares (the MVS) of Velan have approved a special resolution (the Special Resolution) approving the proposed sale by the Company’s U.K. direct wholly-owned subsidiary, Velan Valves Limited, of its direct French wholly-owned subsidiaries (being the Company’s indirect wholly-owned subsidiaries), Segault and Velan S.A.S. (Velan France), to Framatome SAS, for a purchase price of USD 177.6M (EUR 170M), with the benefit of the transfer by Velan France of an intercompany loan receivable from the Company of USD 23.5M (EUR 22.5M), for total consideration to the Company of USD 201.1M (EUR 192.5M) (the France Transaction).
The Special Resolution relating to the France Transaction had to be approved by not less than two-thirds of the votes cast at the special meeting of Shareholders held earlier today (the Meeting) by Shareholders virtually present or represented by proxy and entitled to vote at the Meeting. Pursuant to the articles of the Company, each SVS, and each MVS entitled the holder thereof to an equal number of votes at the Meeting and, as a result, each SVS and each MVS entitled the holder thereof to five votes at the Meeting.