Vigil Health Announces Interim Order for Acquisition by ASSA ABLOY

VICTORIA, British Columbia, Feb. 04, 2022 (GLOBE NEWSWIRE) — Vigil Health Solutions Inc. (“Vigil” or the “Company”) (TSXV: VGL) announced today that further to the previously announced statutory plan of arrangement (the “Arrangement”) involving the Company and ABLOY Canada Inc. (the “Purchaser”), a subsidiary within the ASSA ABLOY Group, an interim order of the British Columbia Supreme Court (the “Interim Order”) has been obtained. The Interim Order provides for, among other things, the calling and the holding of a special meeting (the “Meeting”) of holders of common shares in the capital of Vigil (“Common Shares”) and holders of options to purchase Common Shares (collectively, the “Securityholders”) to consider and approve the Arrangement. The granting of the Interim Order was a condition to the completion of the Arrangement.

The Meeting is scheduled to be held at 11:00 a.m. (Vancouver time) on March 16, 2022 at The Vancouver Island Technology Park, 2201-4464 Markham Street, Victoria, British Columbia. The record date for the Meeting is January 27, 2022. The notice of special meeting and management information circular (the “Circular”) relating the Meeting will be mailed to Securityholders in due course. A copy of the Circular will also be available under Vigil’s profile on SEDAR at www.sedar.com. All Securityholders are urged to read the Circular once it is available.

If approved by Securityholders, and subject to the final court approval and satisfaction or waiver of conditions to closing, including receipt of the final approval of the TSX Venture Exchange (the “TSXV”), the Purchaser will acquire all of the Common Shares of Vigil at a price of $0.67 per share in cash. The total equity value of the transaction is approximately $12.55 million. The transaction is expected to close on or around April 1, 2022. The Common Shares will thereafter be delisted from the TSXV.

About ASSA ABLOY

The ASSA ABLOY Group is the global leader in access solutions. The Group operates worldwide with 48,000 employees and sales of SEK 88 billion. The Group has leading positions in areas such as efficient door openings, trusted identities and entrance automation. ASSA ABLOY’s innovations enable safe, secure and convenient access to physical and digital places. Every day, ASSA ABLOY help billions of people experience a more open world.

About Vigil

Vigil offers a proprietary technology platform combining software and hardware to provide comprehensive solutions to the expanding seniors’ housing market. Vigil has established a growing presence in North America and an international reputation for being on the leading edge of systems design and integration. Vigil’s objective is to offer solutions for the full continuum of care. Vigil’s product range includes the innovative wireless Vitality Care System™ featuring discreet ‘mini pendants’, a nurse call system, mobile fall and incontinence monitoring, resident check in and the award-winning Vigil Memory Care System. Learn more about the company at www.vigil.com.

Forward-Looking Statements

This news release contains forward-looking information within the meaning of applicable securities laws in Canada (collectively, “forward-looking statements“). The words “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “should”, “will”, “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements in this news release include, but are not limited to, statements about: the potential acquisition of Vigil by the Purchaser in an all-cash transaction; the special meeting of Securityholders; the expected timing of closing; the expected timing of the mailing of materials for the Meeting and the holding of the Meeting; and the delisting of the Common Shares from the TSXV.

With respect to the forward-looking statements contained in this news release, Vigil has made numerous assumptions regarding, among other things: the Purchaser’s ability to finance the transaction; and the ability of Vigil and the Purchaser to satisfy all of the closing conditions to complete the transaction. Readers are cautioned that the plans, intentions or expectations disclosed in any forward-looking statements and underlying assumptions may not be achieved and that they should not place undue reliance on any forward-looking statement. Actual results or events could differ materially from the plans, intentions, expectations, and assumptions expressed or implied in any forward-looking statements as a result of numerous risks, uncertainties and other factors, including those relating to: the possibility of not satisfying all of the closing conditions to complete the transaction; the possibility that Vigil’s securityholders do not approve the transaction at Meeting; the possibility that the applicable court does not approve the Transaction; the possibility that all required regulatory approvals, including the approval of the TSXV are not received; competition from other healthcare technology companies; and economic and capital market conditions.

For a more thorough discussion of the risks associated with Vigil’s business, see the “Risks and Uncertainties” section in Vigil’s management’s discussion and analysis for the year ended March 31, 2021, filed with the securities regulators in Canada at www.sedar.com. Although the Company has attempted to identify important risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied in the forward-looking statements, there may be other factors that cause actual results or events to differ from those expressed or implied in the forward-looking statements. All forward-looking statements are qualified in their entirety by this cautionary statement and Vigil undertakes no obligation to revise or update any forward-looking statements as a result of new information, future events or otherwise after the date hereof.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.