Dialogue Announces Filing of Management Proxy Circular for the Special Meeting of Shareholders to Approve the Arrangement with Sun Life

MONTREAL, Aug. 23, 2023 /CNW/ - Dialogue Health Technologies Inc. (TSX: CARE) ("Dialogue" or the "Company"), Canada's premier health and wellness virtual care platform, announced today that, further to its press release dated July 26, 2023, and in connection with the proposed acquisition of the Company by Sun Life Financial Inc. ("Sun Life") pursuant to terms of the arrangement agreement dated July 25, 2023 among Dialogue and Sun Life (the "Arrangement Agreement") by way of a statutory plan of arrangement under the Canada Business Corporations Act, the special meeting of the shareholders of Dialogue (the "Shareholders") to consider and vote upon a special resolution (the "Arrangement Resolution") approving the proposed arrangement ("Arrangement") will be held virtually on September 19, 2023 at 10:00 a.m. (Montreal time) (the "Meeting").

The Meeting will be held in a virtual only format, which will be conducted via live audio webcast online at web.lumiagm.com/473975895; password: dialogue2023 (case sensitive). Shareholders will have an equal opportunity to attend the Meeting online regardless of their geographic location.

To attend and vote online, Shareholders will need to carefully follow the instructions, which are found in Dialogue's notice of special meeting of Shareholders and management proxy circular dated August 17, 2023 in respect of the Meeting ("Circular"), on the applicable proxy and voting instruction forms. If you have any questions or require assistance in completing your form of proxy, voting instruction form or letter of transmittal, please contact the Company's transfer agent and depositary, Computershare Investor Services Inc., at 1-800-564-6253 or 514-982-7555 or via their website at www.computershare.com/service.

Meeting Materials. In connection with the Meeting, Dialogue's notice of special meeting, Circular and related forms have been filed under Dialogue's profile on SEDAR+ at www.sedarplus.ca and are being mailed to Shareholders.

The Arrangement. Under the terms the Arrangement Agreement, Sun Life proposes to indirectly acquire all of the issued and outstanding common shares of the Company (the "Common Shares"), other than those owned by Sun Life Assurance Company of Canada ("SLA") and certain Common Shares owned by members of Dialogue management (collectively, the "Rolling Shareholders") for $5.15 in cash per Common Share (the "Consideration").

Recommendation of the Board. The board of directors of Dialogue (the "Board") (with interested and non-independent directors abstaining from voting), based on the unanimous recommendation of a committee of independent directors, UNANIMOUSLY approved the entering into by Dialogue of the Arrangement Agreement. The Board determined, after receiving financial and legal advice, that the Arrangement is in the best interests of the Company and is fair to the Shareholders (other than SLA and the Rolling Shareholders). The Board recommends UNANIMOUSLY that Shareholders vote IN FAVOUR of the Arrangement Resolution.

Shareholder Support. On July 25, 2023, concurrently with the execution of the Arrangement Agreement, Portag3 Ventures LP, Portag3 Ventures II Investments LP and WSC IV LP, collectively holding approximately 20.9% of the outstanding Common Shares, and each of the directors and executive officers of Dialogue entered into voting and support agreements pursuant to which they agreed to vote their Common Shares in favour of the Arrangement Resolution. Consequently, shareholders holding (i) approximately 52.2% of the Common Shares eligible to vote in the "Special Resolution Vote" described below (including the Common Shares held by SLA) and (ii) approximately 30.5% of the Common Shares eligible to vote in the "Minority Approval Vote" described below have agreed to vote in favour of the Arrangement Resolution.

The Arrangement Resolution must be approved by (i) at least two-thirds of the votes cast by Shareholders voting in person or by proxy at the special meeting of the Shareholders, voting together as a single class (the "Special Resolution Vote"), and (ii) a simple majority of the votes cast by the Shareholders (other than SLA and the Rolling Shareholders) voting in person or by proxy at the special meeting of the Shareholders, voting together as a single class (the "Minority Approval Vote"), as further described in the Circular.

Your vote is important. Whether or not you plan to attend the Meeting, we encourage you to vote promptly.

The Arrangement is expected to close in 2023, subject to obtaining the required Shareholder, court and regulatory approvals, and the satisfaction of other customary closing conditions.

Forward-Looking Statements

This press release includes "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements with respect to the rationale of the Board for entering into the Agreement, the terms and conditions of the Agreement, the premium to be received by Shareholders, the expected benefits of the Arrangement, the anticipated timing and the various steps to be completed in connection with the Arrangement, including receipt of Shareholder, court and regulatory approvals, and the anticipated timing for closing of the Arrangement.

In some cases, but not necessarily in all cases, forward-looking statements can be identified by the use of forward-looking terminology such as "plans" "targets", "expects" or "does not expect", "is expected", "an opportunity exists", "is positioned", "estimates", "intends", "assumes", "anticipates" or "does not anticipate" or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", "will" or "will be taken", "occur" or "be achieved". In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance.

Forward-looking statements are necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by Dialogue as of the date of this press release, are subject to inherent uncertainties, risks and changes in circumstances that may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ, possibly materially, from those indicated by the forward-looking statements include, but are not limited to, the possibility that the Arrangement will not be completed on the terms and conditions, or on the timing, currently contemplated, or at all, the possibility of the Agreement being terminated in certain circumstances, the ability of the Board to consider and approve a superior proposal for the Company, and the other risk factors identified under "Risk Factors" in Dialogue's latest annual information form and management's discussion and analysis for the year ended December 31, 2022, and in other periodic filings that Dialogue has made and may make in the future with the securities commissions or similar regulatory authorities in Canada, all of which are available under Dialogue's SEDAR+ profile at www.sedarplus.ca. These factors are not intended to represent a complete list of the factors that could affect Dialogue. However, such risk factors should be considered carefully. There can be no assurance that such estimates and assumptions will prove to be correct. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. 

Although Dialogue has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other risk factors not currently known to us or that we currently believe are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking statements. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, you should not place undue reliance on forward-looking statements. The forward-looking statements represent Dialogue's expectations as of the date of this press release (or as the date it is otherwise stated to be made) and are subject to change after such date. However, Dialogue disclaims any intention and undertakes no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable Canadian securities laws. All of the forward-looking statements contained in this press release are expressly qualified by the foregoing cautionary statements.

About Dialogue

Incorporated in 2016, Dialogue is Canada's premier virtual healthcare and wellness platform, providing affordable, on-demand access to quality care. Through its team of health professionals, it serves employers and organizations who have an interest in the health and well-being of their employees, members and their families. Dialogue's Integrated Health Platform™ is a one-stop healthcare hub that centralizes all programs in a single, user-friendly application, providing access to services 24 hours per day, 365 days per year from the convenience of a smartphone, computer or tablet. Dialogue is the first virtual care provider to receive the Accreditation Canada Primer award, a third-party validation of safety and high-level quality of care. For more information, please visit the Company's website at www.dialogue.co.

About Sun Life

Sun Life is a leading international financial services organization providing asset management, wealth, insurance and health solutions to individual and institutional clients. Sun Life has operations in a number of markets worldwide, including Canada, the United States, the United Kingdom, Ireland, Hong Kong, the Philippines, Japan, Indonesia, India, China, Australia, Singapore, Vietnam, Malaysia and Bermuda. As of June 30, 2023, Sun Life had total assets under management of $1.37 trillion.

Sun Life trades on the Toronto (TSX), New York (NYSE) and Philippine (PSE) stock exchanges under the ticker symbol SLF.

SLA is a wholly-owned subsidiary of Sun Life. SLA is organized under the Insurance Companies Act (Canada).

SOURCE Dialogue Health Technologies Inc.

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