Case Background:

• Appili Therapeutics Inc. (“Appili”) sought an interim order under section 182(5) of the Ontario Business Corporations Act (OBCA).
• The request was part of a proposed plan of arrangement involving Aditxt, Inc. and its subsidiary, Adivir, Inc., to acquire all issued and outstanding Class A common shares of Appili.

Plan of Arrangement:

• The arrangement required approval from shareholders at a special meeting, including a special resolution.
• It was negotiated and approved by a special committee of Appili’s board in consultation with legal and financial advisors.
• Shareholders were offered a significant premium over the trading price of the company shares.

Key Considerations:

• The plan included standard protections for minority shareholders.
• A fairness opinion supported the arrangement, and dissent rights were available.
• The company transitioned from the Canada Business Corporations Act (CBCA) to the OBCA to address solvency test and timing issues, with shareholder approval for the continuance.

Court Decision:

• The continuance and arrangement were deemed transparent and appropriately approved, with no evidence of stakeholder prejudice.
• The arrangement qualified under section 182 of the OBCA, and the court issued the interim order.
• No monetary award, costs, or damages were granted/ordered in this case.