SG Enterprises II, LLC submitted a letter of intent to acquire remaining 80.9% stake in Trilogy International Partners Inc. (TSXV:TRL.H) for $5 million.
If the parties agree to proceed with the Potential Transaction, SG expects that the Potential Transaction would be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and subject to customary closing conditions including, but not limited to, approval of the Company's shareholders, the Supreme Court of British Columbia and the TSX Venture Exchange. Transaction will be subject to the completion of due diligence, the negotiation and settlement of final terms; unanimous and unqualified support of the Company?s Board of Directors and a positive recommendation of the Company?s Board of Directors to its shareholders; representations, warranties and covenants, conditions and completion mechanics for the Potential Transaction, including a requirement that no more than 5% of shareholders shall have exercised dissent rights; any pre-acquisition reorganization shall have been completed; FIRPTA Certificate; cash and cash equivalents and the negotiation of definitive documentation. As of December 20, 2023, the transaction was approved unanimously by the board of directors of Trilogy. Trilogy?s directors and executive officers, holding an aggregate of approximately 25% of the outstanding Common Shares, have each entered into voting support agreements to vote their Common Shares in favour of the transaction. The transaction is expected to be completed during the first quarter of 2024.
Gregg S. Lerner and Joel I. Frank of Friedman Kaplan Seiler & Adelman LLP acted as legal advisor to TIP. Haywood Securities Inc. acted as fairness opinion provider to TIP. Trisha Robertson and Kyle Misewich of Blake, Cassels & Graydon LLP acted as legal advisor to TIP. James Beeby of Bennett Jones LLP acted as legal advisor to SG Enterprises II.