CPE News (12.2.2021) – Sun Life Assurance Company of Canada (SLA), a wholly-owned subsidiary of Sun Life Financial Inc. (TSX/NYSE/PSE: SLF), has acquired 6,036,144 common shares of Dialogue Health Technologies Inc. (TSX: CARE) for an aggregate purchase price of $48,289,152, or $8.00 per share, pursuant to a private agreement with certain third parties.
The names of the sellers were not disclosed.
Dialogue Health Technologies Inc. completed its IPO in March 2021 and subsequent full over-allotment option exercise (secondary by certain selling shareholders) in April 2021, raising $115 million at $12 per share.
Following the closing of the offering, the principal shareholders were as follows
Sun Life Assurance Company of Canada – 9,175,427 shares (13.95%)
WSC IV LP – 8,628,223 shares
HV Holtzbrinck Ventures Fund VI SCS – 6,573,194 shares
IPO secondary selling shareholders
Portag3 Ventures LP – 211,856 shares
Diagram Ventures Limited Partnership – 5,052,285 shares
Diagram Corporation – 40,777 shares
Cherif Habib – 3,573,599 shares
Anna Chif – 1,017,989 shares
Alexis Smirnov – 1,987,198 shares
The purchased shares were acquired by Sun Life by way of a private agreement with five or fewer third parties at a price per share not exceeding 115% of the market price of the Common Shares and in reliance on the “private agreement exemption” under section 4.2(1) of National Instrument 62-104 – Take-Over Bids and Issuer Bids.
Portag3 Ventures, Diagram Ventures and Diagram Corporation, affiliates of Sagard Holdings, collectively own 5,304,918 shares and could be among the sellers in the private transaction.
After giving effect to the purchase, SLA owns 15,211,571 Common Shares, representing approximately 23.13% of the issued and outstanding Common Shares
photo credit: Dialogue Health
Sun Life strengthens investment in virtual care
Sun Life acquires additional common shares of Dialogue Health Technologies Inc. from third parties
Toronto, Ontario, December 1, 2021 – Sun Life Assurance Company of Canada (“SLA”) announced todaythat it has acquired 6,036,144 common shares (the “Purchased Shares”) of Dialogue Health Technologies Inc. (“Dialogue”) for an aggregate purchase price of $48,289,152, or $8.00 per share, pursuant to a private agreement with certain third parties. This further investment follows Sun Life’s initial announcement of a strategic commercial partnership and $32.7 million equity investment in Dialogue.
“Today’s announcement reflects our continued belief in innovative and digital solutions to support the health care needs of Canadians,” said Dave Jones, President, Sun Life Health. “Our Clients are looking for digital tools to support them on their health journeys. Lumino Health Virtual Care, powered by Dialogue, is one of the ways Sun Life Health is empowering Canadians to take charge of their health.”
Click here for more information about Group Benefits and Lumino Health Virtual Care.
Additional information about the share purchase
The Purchased Shares represent approximately 9.18% of the issued and outstanding common shares of Dialogue (“Common Shares”) (as reported in Dialogue’s unaudited interim condensed consolidated financial statements as at and for the three and nine months ended September 30, 2021 and 2020 (the “Q3 Financial Statements”)). Prior to this purchase, SLA owned 9,175,427 Common Shares, representing approximately 13.95% of the issued and outstanding Common Shares (as reported in the Q3 Financial Statements). After giving effect to this purchase, SLA owns 15,211,571 Common Shares, representing approximately 23.13% of the issued and outstanding Common Shares (as reported in the Q3 Financial Statements).
The Purchased Shares were acquired by way of a private agreement with five or fewer third parties at a price per share not exceeding 115% of the market price of the Common Shares and in reliance on the “private agreement exemption” under section 4.2(1) of National Instrument 62-104 – Take-Over Bids and Issuer Bids. The acquisition of the Purchased Shares did not take place through the facilities of any market for the Common Shares.
The Purchased Shares were acquired for investment purposes. SLA may from time to time in the future acquire or dispose of securities of Dialogue for investment purposes.
In addition, SLA owns a warrant (the “SLA Warrant”) to purchase 3,823,097 Common Shares for an exercise price equal to $3.56771 per share. The SLA Warrant becomes exercisable only if the gross revenue of Dialogue generated by customers subscribed to Dialogue’s platform through SLA or its affiliates meets or exceeds certain predetermined revenue targets. Unless exercised, the SLA Warrant will expire on the earliest of: (a) May 20, 2023; (b) a Liquidation Event (as defined in Dialogue’s articles); or (c) the date on which the commercial agreement between SLA and Dialogue is terminated (i) by SLA for any reason or (ii) by Dialogue for reason of a breach of the commercial agreement by SLA that has not been remedied within the required timeframe. Assuming the exercise of the SLA Warrant, SLA would beneficially own and control 19,034,668 Common Shares, representing approximately 27.35% of the issued and outstanding Common Shares (as reported in the Q3 Financial Statements).
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires that an early warning report be filed under Dialogue’s profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting Yaniv Bitton, Vice-President, Head of Investor Relations & Capital Markets (tel: 416.979.6496; email: email@example.com). Dialogue’s head and registered office is located at 390 Notre-Dame Street West, Suite 200 Montréal, Québec H2Y 1T9.
About Sun Life Assurance Company of Canada
SLA is a wholly-owned subsidiary of Sun Life Financial Inc. (together with its subsidiaries and, where applicable, its joint ventures and associates, “Sun Life”). SLA is organized under the Insurance Companies Act (Canada) and its head and registered office is located at 1 York Street, 31st floor, Toronto, Ontario M5J 0B6.
About Sun Life
Sun Life is a leading international financial services organization providing a diverse range of insurance, wealth and asset management solutions to individual and corporate 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 September 30, 2021, Sun Life had total assets under management of $1.39 trillion. Sun Life Financial Inc. trades on the Toronto (TSX), New York (NYSE) and Philippine (PSE) stock exchanges under the ticker symbol SLF.
Note to editors: All figures in Canadian dollars
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