CITATION: Kneat.com, 2026 ONSC 3788
SUPERIOR COURT OF JUSTICE - ONTARIO
RE: IN THE MATTER OF an application under section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended;
AND IN THE MATTER OF Rule 14.05(2) of the Rules of Civil Procedure, R.R.O. 1990, Reg. 194;
AND IN THE MATTER OF a proposed arrangement of kneat.com, inc. involving its shareholders, holders of options, holders of restricted stock units, and holders of deferred share units, and TB Peloton Topco Inc.
BEFORE: Justice Dunphy
COUNSEL: Samantha Green, for the Applicant Kneat.com Tom Friedland, for the Respondent TB Peloton Topco Inc. Ara Basmadjian, for the Special Committee of the Board of Directors
HEARD: June 26, 2026
ENDORSEMENT
1This is an application for an interim order in relation to a proposed CBCA plan of arrangement.
2The materials have been thoroughly and professionally prepared anticipating and answering every question I might have at this interim stage. The proposed plan is a relatively straightforward going private transaction. It has emerged as a result of a very thorough marketing process in response to an unsolicited expression of interest and under the supervision of a Special Committee with financial and legal advisors at its disposal.
3It will of course be for the shareholders to decide what their view of the matter is.
4I have approved the materials for distribution to shareholders and the proposed procedures to be followed. A second fairness opinion was sought given the success fee arrangement in favour of the Special Committee’s financial advisor who assisted in bringing things to this point. The draft Initial Order proposed corresponded to the Model Order very closely. The CBCA Director has been notified and voiced no opposition to proceeding. In short, all of the I’s have been dotted and t’s crossed at this stage.
5Initial Order approved in the form proposed. The matter will return on August 4, 2026 via video for a final approval order after the Shareholder vote of the resolution is approved.
Justice Dunphy
Date: June 26, 2026