Okay, good morning. I'm pleased to welcome all of you to this special meeting of the shareholders of OpSens Inc, to consider an arrangement pursuant to Sections 414 to 420 of the Business Corporations Act, Québec, involving the Corporation and Haemonetics Corporation. My name is Alan Milinazzo. I'm the Executive Chairman of the corporation's board of directors. I'll now pass it over to Louis Laflamme, our President and CEO of the corporation, to say a few words. Bon matin. Merci, Alan, et bon matin à tous. C'est vraiment un plaisir d'avoir l'occasion de faire cette assemblée avec vous. Je souhaite la plus grande des bienvenues, et sur ce, je repasse la parole à Alan. Merci. Thank you, Louis. Thank you. I wish to inform all participants that today's meeting is being recorded in order to provide the secretary with an accurate transcription of the meeting. Given the significance of the matter to be considered at today's meeting, we wanted to ensure the fullest participation possible of the corporation's shareholders. Therefore, we decided to hold this meeting virtually and ensure that our registered shareholders and proxy holders attending are able to participate fully in the meeting as if the meeting were held in person. I'll now take a few minutes to set out some specific instructions related to the meeting. With regard to questions and comments, this online meeting is accessible to registered shareholders, proxy holders, and guests. However, only registered shareholders as of the record date and duly appointed proxy holders can participate in the meeting, including asking questions. If you have a question or comment, please select the messaging icon at the top of your screen. Type your question or comment in the text box at the top of the messaging screen that says, "Ask a question," and click the Send button, shown by an arrow icon next to the text box. You'll be able to see the questions that you've submitted by checking on the My Messages icon under the text box. Please submit any questions or comments as early as possible during the meeting in order to allow us time to receive them. As always, we will limit questions and comments to matters that relate directly to the resolution being put forward for consideration at today's meeting. Questions that are similar in nature or repetitive may be grouped together and addressed in a single response at the appropriate time during the meeting. Talk about voting for a minute. Registered shareholders and duly appointed proxy holders that are logged into the meeting's online portal may vote via the online platform. If you are a registered shareholder or a duly appointed proxy holder and have already voted prior to the proxy cutoff time and do not wish to change or revoke your previous vote, please do not vote again. By voting again, you will be revoking your previous vote. Online voting will be open shortly during the formal portion of the meeting. We will allow sufficient time for online votes, and you may vote until we declare the voting closed. When online voting has opened, the polling icon will appear in the navigation bar at the top of your screen. The text of the matter on which you are being asked to vote and voting choices will then be displayed. After you vote, a message confirming that your vote has been received will appear. Your vote can be changed by simply checking, excuse me, clicking the other available option. If you wish to cancel your vote, please press Cancel. Let me talk about participation at today's meeting. In accordance with the statutory documents of the corporation and the terms of an interim order of the Superior Court of Quebec, dated October 31, 2023, we wish to remind attendees that only registered shareholders as of the record date for this meeting, and duly appointed proxy holders who contacted TSX Trust in advance of the meeting to receive their 13-digit proxy holder number, which is different from the control number, are entitled to participate in the meeting, vote, and ask questions. Lastly, we wish to confirm that the results of voting will be held until the end of the meeting in order to permit time for live voting and tabulation by the scrutineers during today's meeting. I will act as chair of the meeting and will ask John Hannigan, OpSens Chief Financial Officer and Corporate Secretary, to act as secretary of the meeting. Bertrand Gély and Isabelle Vachon of TSX Trust Company, transfer agent for OpSens Inc, will act as scrutineers. I will now table proof that the notice calling this meeting, together with the management information circular, the form of proxy, and the letter of transmittal, were sent around November 9th, 2023, to all shareholders of record as of October 25th, 2023. In accordance with the interim order of the Superior Court of Quebec, dated October 31, 2023, and were also filed under the corporation's profile on SEDAR+. The affidavit of mailing is available for inspection by any shareholder by contacting the corporation, and I ask that the secretary file a copy of such affidavit within the minutes of today's meeting. Pursuant to the corporation's bylaws and in accordance with paragraph 14 of the interim order, a quorum of shareholders is present for the transaction of business at this meeting. If one or more shareholders are present or are represented by proxy, holding or representing shares, conferring more than 10% of the maximum number of votes that may be cast at this meeting. I have been advised by the scrutineers that there is at least one shareholder present or represented by proxy, holding or representing shares, conferring more than 10% of the number of votes that may be cast at this meeting. This confirms that there is a quorum present for this meeting. I ask the secretary to append the scrutineer's report as a schedule to the minutes of this meeting. Today's meeting will be governed by the articles and bylaws of the Corporation, the Business Corporations Act (Quebec), and the terms of the interim order of the Superior Court of Quebec concerning the arrangement dated October 31, 2023. I therefore declare that the meeting is regularly called and properly constituted for the transaction of business. As a reminder, internal network security protocols, including firewalls and VPN connections, may block access to Lumi, the Lumi platform. If you are experiencing difficulty connecting or watching the meeting, ensure your VPN setting is disabled, or use a computer on a network not restricted to security settings of a particular organization. If any shareholder or proxy holder attending the meeting virtually has any technical issues with voting or submitting a question during the meeting, please click the support button under the information section of your screen for technical assistance. We'll now turn to the arrangement resolution. In order to facilitate the business of today's meeting, we have asked certain proxy holders to make and second the motion to be considered today. As previously noted, the sole item of business to be conducted at this meeting is the consideration of, and if deemed advisable, the passing of, with or without variation, a special resolution relating to the approval of an arrangement pursuant to sections 414 to 420 of the Business Corporations Act, Québec, involving OpSens Inc and Haemonetics Corporation, pursuant to which 9500-7704 Québec Inc, an entity controlled by Haemonetics Corporation, would acquire all of the issued and outstanding shares of OpSens Inc. Under the terms of such arrangement, each shareholder of the corporation, except for any dissenting shareholders, will be entitled to receive consideration of CAD 2.90 in cash for each share of OpSens held. The arrangement and the events leading to entering into the arrangement agreement by the corporation are described in the corporation's management information circular, dated October 31, 2023, issued by the corporation and filed on SEDAR+. To be effective, the special resolution to approve the arrangement must be approved by the affirmative vote of at least two-thirds of the votes cast by the corporation shareholders present virtually or represented by proxy at this meeting. In accordance with applicable law, applicable laws and regulations, and as disclosed in the corporation's management information circular, the board of directors formed a special committee of independent directors to lead the process of reviewing and negotiating the arrangement. As disclosed in the circular, both the special committee and the board of directors unanimously determined that the arrangement is in the best interest of OpSens, and it is fair and reasonable to shareholders. The board of directors unanimously recommends that shareholders vote for the special resolution approving the arrangement. The circular also sets out, in detail, all of the reasons and factors considered by both the special committee and the board of directors in having recommended and approved the arrangement. I now would like to ask for a motion that the special resolution, as set out in Appendix A of the corporation's management information circular, dated October 31, 2023, approving the arrangement, be approved. Mon nom est Louis Laflamme. My name is Louis Laflamme. I move that the special resolution with respect to the arrangement be approved. Mon nom est Marie-Claude Poitras. My name is Marie-Claude Poitras, and I second this motion. Thank you both. You heard the motion. We'll now pause briefly to address any questions or comments from registered shareholders or proxy holders that are directly related to the arrangement. As a reminder, questions can be submitted through the webcast platform. If you are a registered shareholder or proxy holder and wish to ask a question, click the messaging icon at the top of the webcast page, type in your question in the text box at the top of the messaging screen that says, "Ask a question," and then click the Send button, shown by an arrow icon next to the text box. Please identify whether your question relates to voting on the proposed arrangement or whether it is more of a general nature. At this point, I believe based on the attendance we have, we'll have no questions, given, given where we are from an attendance standpoint. So I think we will move on to the next section. There are no questions received, therefore, we'll proceed with the voting on the motion. I now ask that online voting on the arrangement resolution be made available through the virtual platform. So we invite shareholders and proxy holders who have not yet voted or wish to change their vote to complete their online voting on the arrangement resolution through the voting portal. I'll now allow time for voting to be conducted and concluded. We'll take a very brief pause here. Now that there's been time for voting, I declare voting on this matter closed and instruct the scrutineers to tabulate online votes and report back to me. We'll now pause for a few minutes in order to permit the tabulation of the online votes before announcing the results. I understand that the scrutineers have a preliminary tabulation of votes cast in respect of the arrangement resolution. I accept the report from the scrutineers and am pleased to declare that the special resolution has been duly approved. Consistent with our customary practice at shareholders' meetings, and as required by securities laws, we will file our detailed report on voting results on SEDAR+ after this meeting. Given that there is no further business that has been brought before the meeting, I hereby declare the meeting terminated. Thank you all, for participating in the discussions. Thank you for your continued support. Have a great day. Merci à tous pour votre support.
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