Payment processing provider to be acquired by PayPal
PayPal Holdings, Inc. (Nasdaq: PYPL) and TIO Networks Corp. (TSXV: TNC), a cloud-based multi-channel bill payment processing and receivables management company, today announced that, at the special meeting of securityholders of TIO held on April 10, 2017 (the “Meeting”), securityholders of TIO overwhelmingly voted in favour of a special resolution to approve the proposed transaction, pursuant to which PayPal will indirectly acquire all of the issued and outstanding shares of TIO by way of a court-approved plan of arrangement (the “Arrangement”).
Approval of the Arrangement required approval by: (i) 66⅔% of the votes cast by shareholders present in person or represented by proxy at the Meeting; (ii) 66⅔% of the votes cast by securityholders present in person or represented by proxy at the Meeting, with shareholders and optionholders voting together as a single class; and (iii) a simple majority of the votes cast by shareholders present in person or represented by proxy at the Meeting, excluding the votes cast by such shareholders as are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
At the Meeting, approximately 79.26% of the outstanding TIO shares and TIO options were represented in person or by proxy, of which 99.78% were voted in favour of the Arrangement. Approximately 99.75% of the shareholders other than shareholders whose votes were required to be excluded for the purposes of “minority approval” under MI 61-101 voted in favour of the Arrangement.
Completion of the Arrangement remains conditional on approval by the Supreme Court of British Columbia (the “Court”), obtaining regulatory approvals and certain other closing conditions. TIO intends to apply for a final order of the Court approving the Arrangement on April 13, 2017. Assuming that the conditions to closing are satisfied and the necessary regulatory approvals are obtained, it is expected that the closing of the Arrangement will be completed in the second half of 2017.
Further information about the Arrangement is set forth in the information circular and proxy statement in respect of the shareholder meeting which has been filed under TIO’s profile on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Source: TIO Networks