Inspire Semiconductor, Inc entered into a non-binding Letter of Intent to acquire Greenfield Acquisition Corp. (TSXV:GAC.P) in a reverse merger transaction for CAD 19.8 million on November 23, 2021. Pursuant to the proposed transaction, the Resulting Issuer will issue that number of shares of the Resulting Issuer proportionally to the holders of InspireSemi common shares that would equal an aggregate of 180 million Resulting Issuer Shares. Inspire Semiconductor, Inc entered into a definitive merger agreement to acquire Greenfield Acquisition Corp. in a reverse merger transaction on May 10, 2022. It is expected that upon completion of the transaction, the Resulting Issuer, will be renamed to a name mutually agreeable to Greenfield and InspireSemi, and will be listed as a Tier 2 Technology Issuer on the Exchange. Post completion, the business of InspireSemi becoming the business of the resulting Issuer. It is currently anticipated that post-closing: (i) the holders of Greenfield Shares will hold approximately 11.23% of the issued and outstanding Resulting Issuer Shares; and (ii) the holders of Inspire Shares will hold approximately 88.78% of the issued and outstanding Resulting Issuer Shares. Upon the closing of the transaction, it is expected that no other person will own, direct, or control, directly or indirectly, 10% or more of the issued and outstanding Resulting Issuer Shares other than Alexander Gray. Upon the closing of the transaction, it is anticipated that Alexander Gray, James J. Hickman, David W. Smalley and William R. Van Dell and up to two additional independent directors will comprise the board of directors of the Resulting Issuer. It is also anticipated that the new senior management team of the Resulting Issuer will be comprised of James Hickman (Executive Chairman), William R. Van Dell (Interim Chief Executive Officer, John B. Kennedy (Chief Financial Officer), Alexander Gray (President and Chief Technology Officer), and Andrew T. Hunter (Corporate Secretary).
Greenfield will seek the approval of the transaction by a majority of the votes cast by disinterested shareholders of Greenfield at the Greenfield meeting, which is expected to be held in the second quarter of 2022. Greenfield has set a date of September 13, 2022, for an annual general and special meeting of the Greenfield Shareholders. As of August 8, 2022, Greenfield Acquisition has received conditional acceptance from the TSX Venture Exchange for the closing of its proposed merger transaction with Inspire. As of September 13, 2022, the shareholders of Greenfield has approved the deal. Transaction is expected to close on or around September 19, 2022, or such other date as may be mutually agreed to in writing between Inspire and Greenfield. Computershare Investor Services Inc. acted as transfer agent and registrar for the Greenfield Common Shares. David W. Smalley of David Smalley Law Corporation acted as legal advisor to Greenfield.
Inspire Semiconductor, Inc completed the acquisition of Greenfield Acquisition Corp. (TSXV:GAC.P) in a reverse merger transaction on September 20, 2022. The subordinate voting shares of InspireSemi are anticipated to start trading on the TSX Venture Exchange (the ôExchangeö) on or about September 22, 2022 under the ticker symbol ôINSPö.