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The arrangement hinges on securing a 66⅔% supermajority approval from all shareholders, alongside a simple majority vote from minority shareholders, excluding votes from specific individuals or entities as outlined in Multilateral Instrument 61-101. A notable contingent of supporting shareholders, collectively holding approximately 52.5% of the company’s shares, have already pledged to vote in favor of the deal. The transaction, anticipated to conclude around October 24, 2025, follows an extensive evaluation conducted by a Special Committee comprised of independent directors, ensuring due diligence and alignment with shareholder interests.
The Board of Directors, with the exception of Jesse Griffith, who has recused himself due to his control over the purchasing entity, has unanimously recommended that shareholders approve the arrangement. This recommendation reflects a belief that the deal, subject to standard closing conditions including court and regulatory approvals, is in the best interest of the company and its shareholders.
Positive Aspects
- A Special Committee of independent directors conducted comprehensive review of alternatives
- Strong shareholder support with 52.5% of shares already committed to voting in favor
- Board unanimously recommends the arrangement (excluding conflicted director)
- Includes protective measures like customary non-solicitation covenants and fiduciary out provisions
Potential Concerns
- Potential conflict of interest with director Jesse Griffith controlling the purchasing entity
- Complex approval process requiring both supermajority and minority shareholder approval
- Transaction subject to multiple closing conditions including court and regulatory approvals
09/25/2025 – 12:10 PM
CALGARY, Alberta, Sept. 25, 2025 (GLOBE NEWSWIRE) — Global Helium Corp. (CSE: HECO) and 2679158 Alberta Ltd. have announced that the management information circular has been officially mailed to shareholders in preparation for the special meeting. At the Meeting, shareholders will be asked to consider and, if deemed advisable, to pass a special resolution approving the proposed plan of arrangement whereby the Purchaser will acquire all of the issued and outstanding securities of the Company by way of a statutory plan of arrangement under the provisions of the Business Corporations Act (Alberta).
The Circular contains information regarding the Arrangement pursuant to the Proposed Transaction.
The approval of the Arrangement is subject to the approval of the Arrangement Resolution, which will require the affirmative vote by: (i) 66⅔% of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting and entitled to vote at the Meeting (voting as a single class); and (ii) a simple majority of the votes cast on the Arrangement Resolution by the Shareholders present or represented by proxy at the Meeting and entitled to vote at the Meeting (voting as a single class), excluding for this purpose the votes cast in respect of Shares held or controlled by persons described in items (a) through (d) of Section 8.1(2) of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.
The Special Committee was appointed by the board of directors of the Company to, among other matters, review the Proposed Transaction and potential alternatives, consider the Company’s best interests and the implications to Shareholders and other stakeholders, and to negotiate the Proposed Transaction or any alternative transaction.
Notably, the transaction structure includes both a supermajority shareholder approval requirement and a separate, simple majority vote specifically from minority shareholders, a measure designed to protect the interests of smaller investors. This dual approval mechanism adds a layer of complexity but underscores the commitment to fairness in the acquisition process. Legal experts suggest that this approach is becoming increasingly common in similar transactions, signaling a greater emphasis on corporate governance and shareholder rights.
The Arrangement is targeted to be completed on or about October 24, 2025, subject to satisfaction of the remaining conditions under the Arrangement Agreement.
All of the directors and officers and certain other Shareholders of Global, collectively holding an aggregate of approximately 52.5% of the issued and outstanding Shares, have entered into voting support agreements with the Company and the Purchaser pursuant to which they have agreed to, among other things and subject to certain rights of withdrawal, vote their Shares in favour of the Arrangement Resolution.
From a financial perspective, the proposed acquisition raises questions about the long-term value proposition for Global Helium shareholders. While the immediate premium offered by 2679158 Alberta Ltd. may be attractive, investors are urged to carefully consider the company’s future prospects as a standalone entity, particularly given the increasing demand and strategic importance of helium in various high-tech industries.
FAQ
When is Global Helium’s (HECOF) shareholder meeting for the arrangement vote?
The shareholder meeting is scheduled for October 16, 2025 at 11:00 a.m. (Calgary time), to be held in person at 1250, 639 – 5th Avenue SW, Calgary, Alberta.
What percentage of Global Helium shareholders need to approve the arrangement?
The arrangement requires 66⅔% approval from all shareholders and a simple majority vote from minority shareholders, excluding certain restricted parties.
How many Global Helium (HECOF) shareholders support the arrangement?
Supporting shareholders holding approximately 52.5% of total shares (50.6% of minority shares) have agreed to vote in favor of the arrangement.
When is the expected closing date for Global Helium’s arrangement?
The arrangement is targeted to close on or about October 24, 2025, subject to satisfaction of remaining conditions.
Who is purchasing Global Helium Corp?
2679158 Alberta Ltd., an entity controlled by Global Helium director Jesse Griffith, is the purchasing entity in the arrangement.
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