Mercari Acquisition Corp. announces proposed qualifying transaction with Concordia Healthcare Inc.
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
TORONTO, Oct. 24, 2013 /CNW/ - Mercari Acquisition Corp. ("Mercari" NEX: MV.H) is pleased to announce that it has entered into a letter of intent dated October 23, 2013 with Concordia Healthcare Inc. ("Concordia") to complete a going public transaction for Concordia (the "Proposed Transaction") by way of a reverse takeover of Mercari, a capital pool company listed on the NEX Board of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction will be conducted by way of share exchange, merger, amalgamation, arrangement, share purchase or other similar form of transaction pursuant to a definitive agreement to be entered into between Mercari and Concordia (the "Transaction Agreement").
Concordia is an integrated healthcare company that targets three areas: (a) legacy pharmaceutical products in the United States that generate predictable cash-flows; (b) orphan drugs; and (c) specialty healthcare distribution focused on serving the growing diabetic market.
Concordia owns and markets three legacy pharmaceutical products; Kapvay, which is used to effectively treat Attention Deficit Hyperactivity Disorder (ADHD), Ulesfia, which is a topical treatment for pediculosis (head lice), and Orapred ODT, an anti-inflammatory used in the treatment of certain pulmonary diseases such as asthma.
For its orphan drug business, Concordia is in late stage negotiations for an FDA-approved pharmaceutical product which is used to treat three rare forms of cancer. Orphan drugs, which are drugs used in the treatment of rare diseases and therefore have limited production and distribution, often have high margins and low sales and marketing costs. Concordia management is actively pursuing opportunities to acquire orphan drugs.
Concordia's specialty healthcare distribution business is a U.S. national Internet and mail-order provider of diabetes testing supplies, pharmaceuticals, diabetic shoes, orthotic braces and other medical equipment for use in the home and institutional settings. This business also includes a licensed pharmacy that sells pharmaceuticals across the U.S., which will provide a specialty distribution channel for Concordia's orphan drug business.
Concordia operates out of facilities in Oakville, Ontario, Kansas City, Missouri and Bridgetown, Barbados.
In conjunction with the Proposed Transaction, Concordia intends to complete a brokered private placement (the "Private Placement") for gross proceeds of up to $30 million. It is contemplated that securities issued in the Private Placement would be ultimately convertible or exchangeable into freely tradeable common shares of the entity resulting from the completion of the Proposed Transaction. It is intended that the shares of the entity resulting from the completion of the Proposed Transaction will be listed on the Toronto Stock Exchange (the "TSX"), subject to satisfying the TSX's minimum listing conditions concurrent with or immediately following the completion of the Proposed Transaction. In addition, and subject to regulatory approval, it is intended that any outstanding options or warrants of Concordia will be exchanged for comparable securities of the entity resulting from the completion of the Proposed Transaction having the same economic terms (as adjusted).
Pursuant to the Proposed Transaction and if the Proposed Transaction is completed, it is anticipated that: (a) Mercari will change its name, which name will be determined prior to the completion of the Proposed Transaction; (b) a new slate of directors will be elected; (c) auditors will appointed for the resulting issuer; and (d) Mercari will consolidate its common shares on a ratio to be determined prior to the completion of the Proposed Transaction. If completed, the Proposed Transaction will constitute Mercari's Qualifying Transaction (as defined in Policy 2.4 of the Exchange's Corporate Finance Manual). A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, completion of satisfactory due diligence, completion of the Private Placement, execution of the Transaction Agreement, regulatory approvals, Exchange acceptance, Mark Thompson, Windsor Healthcare Limited Partnership and Windsor Private Capital (Barbados) Limited Partnership and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
Notice on forward-looking statements:
This release includes forward-looking statements regarding Mercari, Concordia, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Proposed Transaction and the Private Placement, the terms on which the Proposed Transaction and Private Placement are intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" 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 statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the earth imaging industry, failure to obtain regulatory or shareholder approvals, economic factors and the equity markets generally. Although Mercari and Concordia have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Mercari and Concordia undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Mercari is a capital pool company governed by the policies of the Exchange and the NEX Board of the Exchange. Mercari's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
SOURCE Mercari Acquisition Corp.For further information:
Elena Masters, Director of Mercari Acquisition Corp. at 416 972 9993.