Velan announced that holders (Shareholders) of subordinate voting shares (the SVS) and of multiple voting shares (the MVS) of Velan have approved a 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, for a purchase price of US$177.6 million (€170 million), with the benefit of the transfer by Velan France of an intercompany loan receivable from the Company of US$23.5 million (€22.5 million), for total consideration to the Company of US$201.1 million (€192.5 million).
Velan anticipates using part of the proceeds from the France Transaction to divest its asbestos-related liabilities pursuant to the divestiture transaction announced on January 14, 2025.
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 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.
At the Meeting, Shareholders carrying an aggregate of 95,971,655 votes, representing approximately 88.92% of votes entitled to be cast at the Meeting, were represented virtually or by proxy at the Meeting. The Special Resolution was approved by 100% of the votes cast by all Shareholders, 100% of the votes cast by Velan’s MVS holders and 100% of the votes cast by Velan’s SVS holders.
The France Transaction remains subject to the entering into of the definitive share purchase agreement and to the satisfaction or waiver of other customary closing conditions. The completion of the Transactions is now expected to occur in the coming weeks.