August 28, 2018 / TheNewswire / MONTREAL, QC - DMD Digital Health Connections Group Inc. ("DMD") (NEX: DMG.H) and 10653365 Canada Inc. announce that they have been granted an interim order (the “Interim Order”) from the Superior Court of Québec dated August 27, 2018 in connection with the proposed arrangement (the “Arrangement”) announced on August 21, 2018.

The annual and special meeting of its shareholders (the “Meeting”) to approve the Arrangement will be held at 08:00 a.m. (Eastern Daylight Time) on September 19, 2018 at Estrimont, 44 Avenue de l’Auberge, Orford, Quebec J1X 6J3.

The Arrangement

Under the Arrangement, Common Shareholders will receive: (i) $0.25 per Common Share in cash; or (ii) Class B Common Shares of the capital of the Purchaser (the “Consideration”) for each Common Share owned by them at the effective time of the Arrangement. In addition, all outstanding options to acquire Common Shares under the Corporation’s stock option plan (the “Corporation Options”) (whether vested or unvested) shall be deemed to be unconditionally vested and exercisable and be assigned and transferred from the holder thereof to the Corporation in consideration for a cash payment equal to the amount, if any, by which the Consideration exceeds the exercise price per Common Share of such Corporation Option, subject to applicable tax withholdings and other source deductions in accordance with the Agreement or in consideration for an option to acquire a Class B common share of the capital of the Purchaser at the same price as the outstanding Corporation Option.

Reasons and Benefits of the Arrangement

• - Premium to Shareholders;

  - Immediate Liquidity;

  - Culmination of Strategic Review;

  - Positive Fairness Opinion;

  - Support Agreements.

The Board established a special committee (the “Special Committee”) of independent directors to evaluate the strategic and financial alternatives available to DMD. Since that time, the Special Committee has been engaged in a process of reviewing and considering the proposed terms for a potential transaction, which ultimately resulted in the Agreement. The Special Committee oversaw the negotiation of the Agreement with the Purchaser, and advised the Board of their recommendation as to whether the Arrangement is fair to the Common Shareholders and is in the best interests of DMD (considering the interest of all affected stakeholders).

Board unanimously recommends in favour

The Special Committee has determined that the Arrangement is fair to the Common Shareholders and is in the best interests of DMD and has, accordingly, unanimously recommended that the Board approve the Arrangement and that the Board should recommend to the Common Shareholders that they vote in favour of the Arrangement Resolution.

 

Shareholder Questions

For shareholder inquiries regarding the Arrangement, please contact Laurel Hill Advisory Group:

Laurel Hill Advisory Group

North America Toll Free: 1-877-452-7184

Collect Calls Outside North America: 1-416-304-0211

Email: assistance@laurelhill.com

About DMD Digital Health Connections Group Inc. (“DMD”)

DMD enables pharmaceutical, pharmaceutical marketing companies, digital advertising agencies and medical device companies to reach, message, connect and interact with US physicians and healthcare professionals via multiple access channels. Its service offerings provide targeted impressions and interactions through permission-based email, targeted on-line ad-serving, and mobile app advertising channels. Several pharmaceutical companies, agencies and healthcare organizations have adopted DMD's solutions to target, engage and interact with healthcare practitioners. For more information, visit www.dmdconnects.com.

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