On June 26, 2025, LifeSpeak Inc. (“LifeSpeak”) announced the completion of a plan of arrangement under Section 192 of the Canada Business Corporations Act (the “Arrangement”). Pursuant to the Arrangement, a purchaser entity (the “Purchaser”) controlled by New Private Equity acquired all of the issued and outstanding common shares of LifeSpeak (the “Common Shares”) at a price of C$0.32 per share, in cash, other than shares held by certain existing shareholders of LifeSpeak including members of management (the “Rolling Shareholders”) who exchanged their Common Shares for common shares of the Purchaser on a 1:1 basis.
A consortium of other investors, including LifeSpeak management (the “Additional Investors”), also subscribed for preferred shares in the Purchaser. As part of the Arrangement, one of LifeSpeak’s lenders, Beedie Investments Ltd. (“Beedie”), agreed to transfer to the Purchaser its non-revolving convertible term loan in the principal amount of C$15 million and a portion of its non-convertible bridge loans in the aggregate principal amount of C$4.2 million, plus all payment-in-kind interest and fees capitalized or accrued on such amounts, which were converted into preferred shares of the Purchaser pursuant to an exchange and rollover agreement, thereby providing Beedie with a significant stake in the go-forward company.
Following the completion of the Arrangement, LifeSpeak and the Purchaser amalgamated under the provisions of the Canada Business Corporations Act (the “Amalgamation”) and the Rolling Shareholders and Additional Investors consequently became shareholders of the corporation resulting from the Amalgamation.
Fasken advised LifeSpeak with a team led by Justine Connors and Richard Steinberg that included Victoria Zed, Brittany Vanword, Fatima Husnain and Peter Garrett (Capital Markets and M&A), Lu Chen and Gurkirat Batth (Banking & Finance), Chris Steeves and Katerina Ignatova (Tax), Brad Moore (Litigation) and Leslie Milton (Competition).
Jurisdiction
- Ontario
