Trive Capital entered into a definitive arrangement agreement to acquire additional 73.8% stake in Seven Aces Limited (TSXV:ACES) for approximately CAD 120 million on June 11, 2020. Under the terms of transaction, Trive Capital will acquire shares at CAD 2.15 per share in cash. In addition, each holder of an in-the-money option outstanding immediately prior to the effective time of the transaction will be entitled to receive a cash payment equal to the difference between CAD 2.15 per share and the exercise price of such option. As of July 30, 2020, Seven Aces entered into an amending agreement with affiliates of Trive Capital, pursuant to which the cash consideration payable to the holders of common shares Seven Aces has been increased to CAD 2.77 per share.
Ascendant Group Holdings Inc., each of the directors and executive officers of Seven Aces, and certain other shareholders, who collectively own or control, directly or indirectly, approximately 26.8% of the shares, have entered into voting support agreements with Trive Capital to, among other things, vote their shares in favour of the arrangement. In the event that the transaction is terminated, Seven Aces will pay Trive Capital a fee of CAD 6.85 million. In addition, a reverse termination fee of CAD 22.5 million is payable to the Corporation in certain circumstances. Trive Capital will be partnering with Manu Sekhri, the Chief Executive Officer of Seven Aces, and the current management team and existing employee base of Seven Aces to grow the Lucky Bucks business. Following the closing of the transaction, the shares are expected to be de-listed from the Exchange.
The transaction is subject to approval from shareholders of Seven Aces, regulatory approvals including TSX Venture Exchange, the approval of the Ontario Superior Court of Justice (Commercial List) by way of interim and final orders which is scheduled for August 7, 2020, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (United States), satisfaction or waiver of certain closing conditions customary in transactions of this nature, including the absence of material adverse changes in the business and affairs of Seven Aces, and Dissent Rights shall not have been exercised with respect to more than 10% of the issued and outstanding company common shares, among others.
Transaction has received unanimous approval of the Board and Special Committee of Seven Aces. The Board of Seven Aces having determined that the transaction is in the best interests of Seven Aces and fair to the security holders and unanimously recommends that shareholders vote "FOR" the transaction. The Board also unanimously approved the amendment agreement. The Board of Seven Aces established a special committee of the Board, comprised of independent members of the Board including Mark Lerohl, to assist in the evaluation, supervision and negotiation of the transaction. As on June 30, 2020, the transaction received the early termination notices from the Federal Trade Commission. On June 29, 2020, the Ontario Superior Court of Justice (Commercial List) granted the holding of a special meeting an interim order authorizing of Seven Aces shareholders.
The shareholders of Seven Aces will hold a meeting on August 5, 2020 to vote on the transaction. The shareholders of Seven Aces approved the transaction on August 5, 2020. The hearing date for the application for the final order of the Ontario Superior Court of Justice is scheduled for August 7, 2020. The Ontario Superior Court of Justice approved the deal on August 7, 2020. The transaction is expected to be completed by mid-August 2020. As of July 30, 2020, the transaction is expected to close on August 12, 2020.
Cormark Securities Inc. acted as fairness opinion provider to special committee and acted as financial advisor to Seven Aces. John Mercury and James Clare of Bennett Jones LLP and Mark Wood of Katten Muchin Rosenman LLP acted as legal advisors to Seven Aces. Justin E. Ferrara of Norton Rose Fulbright Canada LLP acted as legal advisor to special committee of Seven Aces. Evan Marcus of Stikeman Elliott LLP and Todd Mazur of Greenberg Traurig, LLP acted as legal advisors to Trive Capital. TSX Trust Company acted as Seven Aces transfer agent and depositary. Kingsdale Advisors acted as proxy solicitation agent for Seven Aces and is expected to receive a fee of CAD 0.1 million.
Trive Capital completed the acquisition of additional 73.8% stake in Seven Aces Limited (TSXV:ACES) on August 12, 2020. With the Arrangement now complete, the common shares of Seven Aces will be delisted from the TSX Venture Exchange on or about the close of markets on August 14, 2020.