Good morning, welcome to the meeting of the shareholders of Liminal BioSciences Inc. My name is Bruce Pritchard, I'm the Chief Executive Officer of Liminal. I will act as chairman of the meeting. For the purposes of the meeting today, voting will be conducted by a single electronic ballot. Registered shareholders and duly appointed proxyholders will be asked to vote after the presentation of the business item. You will receive a message on the Lumi virtual interface inviting you to register your vote as soon as the polls are opened. If you validly submitted a proxy in advance of the meeting, you do not need to vote during this meeting. Your previously submitted proxy will remain valid, your shares will be voted in accordance with your instructions. By voting during this meeting, you will be revoking any previously submitted proxy. We'll begin by conducting the official business of this meeting. After the official business is completed, we will address shareholders' questions submitted during the meeting. I now call to order the special meeting of the company shareholders. I will ask Ms. Marie Iskra, the General Counsel of the company, to act as Secretary of the meeting. I would now ask the Secretary to take us through certain procedures for this meeting. Thank you, Mr. Chairman. As this meeting is held virtually via live audio webcast, we think it is necessary to set out a few rules for the orderly conduct of the meeting. Registered shareholders and duly appointed proxyholders who wish to communicate with the members of the management team or wish to present or ask a question in respect of a motion may do so using instant messaging on the Lumi virtual interface. As described in our management proxy circular, duly appointed proxyholders were required to register with our transfer agent and obtain a control number prior to this meeting in order to participate, vote, and ask questions during the meeting. Questions can be submitted by any registered shareholders or duly appointed proxyholder using the instant messaging service of the Lumi virtual interface. When asking a question, please indicate which entity you represent, if any, and confirm that you're a registered shareholder or a duly appointed proxyholder. Questions will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. Questions or comments containing inappropriate language or that are otherwise disruptive to the orderly conduct of the meeting for all shareholders will not be addressed. Questions which were already answered or that are redundant or repetitive will not be addressed. If we encounter any technical difficulties with the audio webcast during the course of the meeting, please remain logged on, and we will resume as soon as possible. Please note that only registered holders of common shares of record as of August 15, 2023, or their duly appointed proxyholders are permitted to participate, ask questions, and vote at this meeting. Thank you, Marie. Computershare Investor Services Inc. will act as scrutineer for this meeting. Gail Bemique and Martine Gauthier of Computershare are in attendance today via Zoom video conference and will represent Computershare as scrutineers. Moving to Item 4, as set forth in the company's Management Information Circular dated August 16th, 2023, the purpose of this meeting is to consider and vote on a special resolution approving the proposed statutory plan of arrangement involving Liminal and Structured Alpha LP or SALP. Under the arrangement, SALP will acquire, directly or indirectly, all of the issued and outstanding Liminal shares not already owned by SALP or its affiliates or associates, known as the minority shares. A more detailed description of the arrangement, as well as the full text of the plan of arrangement and the text of the special resolution to be voted on, were set forth in the notice of meeting and the Management Information Circular sent to the shareholders in connection with this meeting. Moving to Item 5, the notice of this meeting, dated August 16th, 2023, and the accompanying form of proxy and Management Information Circular were mailed on or before August 24th, 2023, to all those entitled to receive them in accordance with the Canada Business Corporations Act or the interim order of the Ontario Superior Court of Justice, dated August the 16th, 2023, which I will hereafter refer to as the interim order. I have here the affidavits of Broadridge Financial Solutions and of mailing of Computershare, Liminal's transfer agent, indicating that the notice of meeting, Management Information Circular, and a form of proxy were properly mailed to the registered holders of Liminal shares. Computershare has confirmed that the notice of meeting and Management Information Circular were sent to the company's auditors and directors. Unless there are objections, I will dispense with the reading of the notice of meeting and direct that a copy of the notice of meeting with proof of mailing be annexed to the minutes of this meeting. Moving now to Item 6. The company's bylaws provide that quorum for the transaction of business at the meeting is holders of shares carrying, in the aggregate, at least 20% of the outstanding shares entitled to be voted at the meeting, whether virtually present or represented by proxy. I have been provided with the preliminary report on attendance of the scrutineer, and it shows that quorum has been reached. I direct that a copy of the scrutineer's final report on attendance and voting be annexed to the minutes of this meeting. Item 7. Proper notice having been given in accordance with the Canada Business Corporations Act and the relevant Canadian securities law, the company's bylaws, and the interim order, and with a quorum being present, I now declare that this meeting has been duly called and properly constituted for the transaction of business. Item 8. The only item of business for this meeting is to consider, and if thought fit, approve the arrangement resolution, which is set out in Appendix A to the management information circular of Liminal. The arrangement resolution approves, among other related matters, a plan of arrangement under Section 192 of the Canada Business Corporations Act, under which SALP will acquire all of the Liminal shares, all as more particularly described in the management information circular. Pursuant to the arrangement agreement and the plan of arrangement, if the arrangement becomes effective, each minority shareholder, except for any dissenting shareholders, will be entitled to receive $8.50 in cash per share. Under the interim order, to be effective, the arrangement must be approved by at least two-thirds of the votes cast by Liminal shareholders present in person or represented by proxy at the meeting, voting as a single class. Each holder of shares being entitled to one vote per share. B, the majority of the holders of shares present in person or represented by proxy at the meeting, excluding the votes of the shareholders whose votes are required to be excluded for the purposes of minority approval under Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions in the context of a business combination. Including the shares over which SALP and its affiliates and associates exercise control or direction. For all the reasons stated in the management information circular, the Liminal board of directors with Messrs Eugene Siklos and Alek Krstajic being the two directors on the board of directors affiliated with SALP having recused themselves, has recommended that the holders of Liminal shares vote in favor of the arrangement resolution. In accordance with the interim order, each registered holder of Liminal shares, whose name was entered on the Central Securities Register of Liminal at the close of business on the record date being August the 15th, 2023, is entitled to 1 vote for each Liminal share registered in their name. Unless there were any objections, I will dispense with the reading of the resolution. As chairman of the meeting, I propose a motion for the approval of the arrangement resolution, the full text of which is set forth in Appendix A to the management information circular. Are there any questions on the motion? As there are no questions, we can proceed to vote on the motion. You are being asked to vote on the arrangement resolution in the full text of which is set forth in Appendix A to the management information circular. You should already have been prompted to register your votes in respect of the business item. If you have not already done so, please register your vote by accessing the voting page and pressing for or against the arrangement resolution. Once the electronic balloting closes, the voting page will disappear, and your vote will automatically be submitted. We will provide registered shareholders and duly appointed proxy holders approximately one minute to complete the electronic ballots. Once voting is completed, I would ask that the scrutineer compile the results of the voting on the arrangement resolution. Thank you for waiting. I now declare the poll closed. I've now received the scrutineer's report on voting of the arrangement resolution, and I declare that the motion has been duly carried by the requisite special majority and simple majority pursuant to Multilateral Instrument 61-101 of the votes cast by the shareholders present or represented by proxy and entitled to vote at this meeting. Moving to item 10. Is there any other formal business to be properly brought before this meeting? As there is no further business to be brought before this meeting, I declare the meeting terminated. On behalf of the management, our board of directors and our employees, I'd like to take the opportunity to thank everyone for attending the meeting today.
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