Good morning, ladies and gentlemen, and welcome to the special meeting of shareholders of Velan Inc. I now call the meeting to order. My name is James Mannebach, and I am Chair of the Board of Directors of Velan Inc. Please note that this meeting will take place in English, but real-time translation is available through the interface. In accordance with the corporation's bylaws, I will act as Chair of the meeting, and Liam Turner, Vice President, Legal Services and Compliance, and Corporate Secretary, will act as Secretary of the meeting. The corporation has chosen the virtual format in order to provide shareholders with an equal opportunity to attend and participate in this meeting, regardless of their geographic location. As this special meeting is held virtually, I'd like to set out a few rules for the orderly conduct of the meeting.
Questions in respect of a motion can only be submitted in writing by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Please note that there might be a delay in the publication of the communications received. Attendees who join the meeting as guests will not be able to ask questions. When asking a question, please indicate your name, which entity you represent, if any, and confirm that you are a registered shareholder or a duly appointed proxy holder. Questions will generally appear shortly after they are submitted and will be addressed at the appropriate time and in turn. As previously indicated, the meeting will be held in English. However, I invite any shareholder to ask questions in Anglais or Français. For the purposes of the meeting today, voting on all matters will be conducted by electronic ballot.
The electronic ballots shall already be open, and I will inform you before they close. Having the polls already open should give you sufficient time to vote and should avoid delays. As a reminder, if you've already filled and filed a proxy or a voting instruction form and do not wish to change your vote, it's not necessary to vote at today's meeting. With the consent of the meeting, Bertrand Gillet and Isabelle Vachon of TSX Trust Company, Velan's registrar and transfer agent, will act as scrutineers at the meeting to tabulate the votes of any polls taken at this meeting and to report thereon to me and the secretary.
The purpose of today's meeting is to consider, and if thought advisable, to pass, with or without variation, a special resolution to approve the sale by Velan Valves Limited, a wholly owned subsidiary of Velan, to Framatome of all of its shares in the capital of its French subsidiaries, Segault SAS and Velan SAS. Under the terms of the proposed transaction, Framatome will acquire the French subsidiaries for a purchase price of $177.6 million, or an approximate equivalent in EUR 170 million, with the benefit of the transfer by Velan SAS of an intercompany loan receivable from Velan of $23.5 million or EUR 22.5 million, for total consideration to Velan of $201.1 million or EUR 192.5 million. Euro to dollar conversions are based on currency exchange rates as of the date of the Management Information Circular.
The full details concerning the proposed transaction are contained in the Velan Management Information Circular dated February 19, 2025, that was distributed to all shareholders prior to today's meeting, and the full text of the special resolution is set forth in Appendix B to the circular. The Secretary has provided me with proof that the notice calling this meeting, together with Velan's Management Information Circular and related materials, were mailed to all shareholders as of the record date for the meeting in accordance with the provisions of the Canada Business Corporations Act and Velan's bylaws. I direct that proof of service be annexed to the minutes of the meeting. These meeting materials are available under Velan's profile on SEDAR+ at www.sedarplus.ca and on Velan's website at www.velan.com. Unless there is an objection, I will dispense with the reading of the notice of the meeting.
Before proceeding with the business of the meeting, I would like to take a moment to discuss the voting procedure. Each shareholder of Velan, as of the February 24, 2025, record date, is entitled to vote for each share held. Each subordinate voting share and each multiple voting share carries five votes per share for all matters coming before the shareholders at this meeting. Only shareholders of record, as of the record date, will be entitled to vote at this meeting. To vote, each shareholder must have previously validly submitted voting instructions or a form of proxy or designated a representative to attend the virtual meeting on his or her behalf. Registered shareholders are entitled to vote at this virtual meeting, provided that they have logged into the virtual meeting and have accepted the terms and conditions thereof.
As mentioned previously, we will conduct the vote of the special resolution by way of an electronic ballot. Such ballots are already opened, and you can already register your votes. If you've already filed a proxy or a voting instruction form and do not wish to change your vote, it is not necessary to vote at this time. At this point, I will review the preliminary scrutineers report, which the scrutineers have delivered to me. The preliminary scrutineers report shows that there are at least two shareholders of Velan represented virtually or by proxy at this meeting, which represents not less than 10% of the votes attached to all of the shares entitled to vote at the meeting. The scrutineers have certified that, in accordance with Velan's bylaws, a quorum of shareholders is present at the meeting.
I would ask that the scrutineers please prepare their formal report and deliver it to the secretary before the end of the meeting. I would also direct the secretary to retain such report in the records of the meeting. With the appropriate notice of the meeting having been given and a quorum being present, I declare the meeting duly constituted and ready for the transaction of business as set out in the notice of the meeting. It is now time to consider and if thought advisable to approve a special resolution authorizing the sale by Velan Valves Limited, a wholly owned subsidiary of Velan, to Framatome of all of its shares in the capital of its French subsidiaries, Segault SAS and Velan SAS.
After careful consideration of the terms of the proposed transaction, including consultation with its legal and financial advisors, and on the recommendation of the special committee of the Board of Directors of Velan, the Board of Directors of Velan has determined that the proposed transaction is in the best interest of Velan and its shareholders. As a result, the Board of Directors recommends that the shareholders vote for the special resolution. In order to be approved, the special resolution authorizing the proposed transaction must be passed by an affirmative vote of at least two-thirds of the votes cast at the meeting by shareholders virtually present or represented by proxy and entitled to vote at the meeting. The full text of the special resolution is set out in Appendix B of Velan's Management Information Circular. Unless there is an objection, I will dispense with the reading of the special resolution.
I will now ask Patricia Dufresne, a Proxy Holder, to move the special resolution of shareholders approving the special resolution authorizing the proposed transaction attached as Appendix B to Velan's Management Information Circular.
Mr. Chair, my name is Patricia Dufresne, and I am a Proxy Holder. I move for the adoption of the special resolution attached as Appendix B to Velan's Management Information Circular in respect of the approval of the proposed transaction.
Thank you. I ask Thomas Elipulikattu, another Proxy Holder, to second the motion.
Mr. Chair, my name is Thomas Elipulikattu, and I'm a Proxy Holder. I second the motion.
Are there any questions with regard to this motion? Seeing no questions, the meeting will now proceed to a vote on the special resolution. As we mentioned, voting today will be conducted by electronic ballot. The polls are already open, and at this point, all registered shareholders and duly appointed proxy holders who have properly logged in with their control number and wish to vote are able to see on the screen the motion to adopt the resolution. If you've already filed a proxy or a voting instruction form and do not wish to change your vote, it is not necessary to vote at this time. If not already done at this time, please register your votes by accessing the voting page and selecting the for or against buttons next to the motion to adopt the special resolution.
Each registered shareholder or proxy nominee has one last moment to submit his or her ballot. Once the electronic balloting closes, your votes will automatically be submitted. I now declare the balloting closed for this motion, and I direct the scrutineers to advise the secretary when they have completed the counting of their votes and are ready to present their report. I've received the scrutineers' report on voting on the special resolution, and I declare that the motion has been duly carried by the required special majority of the votes cast at the meeting by shareholders virtually present or represented by proxy and entitled to vote at the meeting. The exact number of votes cast in favor of or against the special resolution will be publicly disclosed by Velan later today on Velan's profile on SEDAR+ at www.sedarplus.ca and on Velan's website at www.velan.com.
I direct the secretary to attach the report of the scrutineers to the minutes of this meeting. As the business of the meeting has now been concluded, I declare the meeting to be terminated. I would like to take a brief moment to thank our shareholders for their support over the years and for their approval of this important transaction. I'd also like to thank in particular all the employees of Velan for the precious work to make Velan what it is and their support of this transaction. Finally, thank you all for taking the time to attend today. I wish you all a good afternoon.