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CRH Medical Corporation (TSX:CRH) (NYSE:CRHM) ("CRH" or the "Company") announced today that it has filed with the U.S. Securities and Exchange Commission (the "SEC") a Current Report on Form 8-K containing certain disclosures that are intended to amend and supplement the Company's proxy statement and management information circular, dated March 19, 2021 (the "Circular"), relating to the special meeting of CRH securityholders that will be held in connection with the proposed acquisition of CRH by WELL Health Technologies Corp. (the "Arrangement"), which Circular was previously mailed to securityholders. The Current Report and supplemental disclosures are available on the SEC's website at http://www.sec.gov, on SEDAR at www.sedar.com and on the Company's website at http://investors.crhsystem.com.
The supplemental disclosures were prepared in response to certain complaints filed against CRH and the members of the CRH Board of Directors by purported individual CRH shareholders in the U.S., which complaints allege that the Circular was materially incomplete and misleading, in violation of certain U.S. securities laws. The defendants believe that all of the complaints are without merit and that no further disclosure is required to supplement the Circular under applicable laws. However, in order to moot the plaintiffs' unmeritorious disclosure claims, to avoid the risk that the foregoing actions may delay or otherwise adversely affect the consummation of the Arrangement and to minimize the expense of defending such actions, CRH voluntarily made the disclosures set forth in the Current Report to supplement the disclosures contained in the Circular. The supplemental disclosures should be read in conjunction with the disclosures contained in the Circular, which should be carefully read in its entirety. The Circular is available on the SEC's website at http://www.sec.gov, on SEDAR at www.sedar.com and on the Company's website at http://investors.crhsystem.com.
The filing will not affect the consideration to be received by CRH shareholders in connection with the Arrangement, or the timing of the special meeting of the Company's securityholders scheduled for April 16, 2021, at 9:00 a.m., Vancouver time, which is being held in a virtual format conducted via live audio webcast at https://web.lumiagm.com/281719465. At the meeting, CRH securityholders will be asked to vote on a special resolution to approve the Arrangement (the "Arrangement Resolution"), and CRH shareholders will be asked to vote on a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to CRH's named executive officers in connection with the Arrangement (the "Compensation Proposal"). The CRH Board of Directors continues to unanimously recommend that CRH securityholders vote FOR the approval of the Arrangement Resolution and that CRH shareholders vote FOR the Compensation Proposal.
