PODA to receive
"This agreement represents a significant milestone for
- Premium Cash Distribution:
PODA expects to make a cash distribution to holders ofPODA's shares (the "Shareholders") equal to approximatelyCDN$0.40 per subordinate voting share andCDN$400 per multiple voting share, representing a 167% premium to the closing share price ofPODA as ofMay 12 , 2022. - Unanimously Recommended by Independent Directors: the Transaction has been unanimously recommended by a special committee of the Board, comprised entirely of independent directors (the "Special Committee");
- Fairness Opinion:
Stifel Nicolaus Canada Inc. ("Stifel") has provided a fairness opinion in connection with the Transaction which provides that, as of the date of such opinion, and subject to the assumptions, limitations, and qualifications on which such opinion is based, the consideration to be received by the Company pursuant to the Asset Purchase Agreement is fair, from a financial point of view, to the Company; - Commercialization Capabilities: the further development and commercialization of the multi-substrate heated capsule technology by the Company is subject to a number of risks (including its ability to secure necessary funding, which could result in dilution to holders of
PODA shares) with no certainty of commercialization or market success; - No Financing Condition: the Transaction is not subject to any financing conditions;
- Future Opportunity to Retain Exposure:
PODA expects to retain approximatelyCDN$1 million in cash to explore new business opportunities for the economic benefit of its Shareholders, subject to the terms of the Asset Purchase Agreement; - No Holdback: no portion of the Purchase Price allocated to the Company will be subject to holdbacks or escrow; and
- Cash Consideration Ratio: given that the Owners hold legal title to the intellectual property comprising the multi-substrate heated capsule technology, the Special Committee believes that receiving more than half of the Purchase Price reflects excellent value for the Company.
The Board, after receiving the unanimous recommendation of the Special Committee, has unanimously determined that the Transaction is in the best interests of the Company and that the consideration to be received by the Company pursuant to the Asset Purchase Agreement is fair to the Company. Accordingly, the Board approved the Asset Purchase Agreement and recommends that Shareholders vote in favour of the Transaction, with
Further details regarding the terms of the Asset Purchase Agreement and the Transaction are set out in the Asset Purchase Agreement, which will be filed by
Pursuant to the Asset Purchase Agreement, as consideration for the Purchased Assets, ALCS has agreed to pay the aggregate sum of
(a)
(b) Up to
The Asset Purchase Agreement contains, among other things, customary non-solicitation covenants with respect to alternative transactions. The Asset Purchase Agreement also provides for a termination fee of
The Transaction will constitute the sale of all or substantially all of the undertaking of the Company pursuant to the Business Corporations Act (
Subject to the satisfaction (or waiver) of the conditions precedent, the Closing is presently expected to take place in the second quarter of 2022.
Upon completion of the Transaction, the Company will no longer have any material property or assets other than cash-on-hand plus the cash proceeds of the Transaction, which are expected to amount to approximately
Following completion of the Transaction, it is anticipated that: (i) Messrs. Selby and Karkairan will resign from the Board within 60 days of the Closing; (ii) Aaron Bowden and
Each of the directors and senior officers of the Company, together with certain other Shareholders, holding shares carrying in aggregate approximately 41% (after conversion or exercise of certain convertible securities of the Company held by such Shareholders) of the votes which may be cast at the Meeting, have entered into voting agreements with ALCS pursuant to which they have agreed to cast such votes in favour of the resolution approving the Transaction. Further information regarding the Transaction, including the background thereto and the rationale for the recommendations made by the Special Committee and the Board, will be contained in the management information circular (the "Circular") that the Company will prepare, file and mail to the Shareholders in connection with the Meeting and which will be filed under the Company's profile on SEDAR at www.sedar.com. All Shareholders are urged to read the Circular as it contains important information.
Stifel is acting as financial advisor to
On Behalf of the Board,
Ryan Selby
CEO, Director, and Chairman of the Board
investors@poda-holdings.com
www.poda-holdings.com
This news release contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Such forward-looking information includes, among other things, information regarding: the Company's expectations regarding its ability to complete, and the anticipated results of, the Transaction, statements and information concerning the anticipated benefits of the completion of the Transaction, the anticipated timing for completion of the Transaction, the estimated funds that will be available to the Company upon completion of the Transaction, the membership of the Board following the completion of the Transaction, the anticipated distribution of
Forward-looking information contained in this news release is based on certain factors and assumptions regarding, among other things, the receipt of all necessary governmental and Shareholder approvals and satisfaction of other conditions to the completion of the Transaction and other similar matters. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Forward looking information involves known and unknown risks, uncertainties and other risk factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such risks include risks that the Transaction does not close on the anticipated timeline, or at all, risks related to increased competition and current global financial conditions, access and supply risks, reliance on key personnel, operational risks, regulatory risks, financing, capitalization and liquidity risks, and risks relating to the potential failure to receive all requisite shareholder and regulatory approvals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation, except as otherwise required by law, to update these forward-looking statements if management's beliefs, estimates or opinions, or other factors change.
The Transaction cannot close until the required Shareholder and governmental approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all. The Transaction could be modified, restructured or terminated. Investors are cautioned that, except as disclosed in the Circular and in the Asset Purchase Agreement itself, copies of each of which are or will be filed under the Company's profile at www.sedar.com, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.
The Canadian Securities Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
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