Concordia Healthcare Corp. announces completion of qualifying transaction and concurrent $34.5 million financing
/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, Dec. 23, 2013 /CNW/ - Concordia Healthcare Corp. (the "Resulting Issuer"), formerly named Mercari Acquisition Corp., is pleased to announce the completion of its qualifying transaction (the "Transaction") pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange. In accordance with the previously announced amalgamation agreement dated December 13, 2013 (the "Amalgamation Agreement"), Concordia Healthcare Inc. amalgamated (the "Amalgamation") with the Resulting Issuer's wholly-owned subsidiary, Mercari Subco Inc., and the shareholders of Concordia Healthcare Inc. exchanged their common shares of Concordia Healthcare Inc. for common shares of the Resulting Issuer on a one for one basis. The Amalgamation became effective at 11:59 p.m. on December 20, 2013.
Prior to the completion of the Transaction, the common shares of the Resulting Issuer were consolidated on the basis of 48.08 common shares outstanding prior thereto to one common share outstanding thereafter. The common shares of the Resulting Issuer are expected to be delisted from the NEX board of the TSX Venture Exchange and relisted for trading on the Toronto Stock Exchange (the "TSX") under the symbol "CXR".
Before the effective time of the Amalgamation, Concordia Healthcare Inc. completed a private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") conducted by a syndicate of agents co-led by GMP Securities L.P. and Canaccord Genuity Corp. and including Beacon Securities Limited, Cormark Securities Inc. and National Bank Financial Inc. (collectively, the "Agents"). Pursuant to the Private Placement, Concordia Healthcare Inc. issued 5,520,000 Subscription Receipts (which included the exercise in full of the Agents' 15% option) at a price of $6.25 per Subscription Receipt for total gross proceeds of $34,500,000. Each Subscription Receipt was exchanged for one common share of Concordia Healthcare Inc., which common shares were then exchanged for common shares of the Resulting Issuer on a one for one basis pursuant to the Amalgamation.
The Agents received options to purchase 220,800 common shares of Concordia Healthcare Inc. at an exercise price of $6.25 (the "Agents' Options"). The Agents' Options are exercisable until December 20, 2015. Pursuant to the Amalgamation Agreement, the Agents' Options were exchanged for compensation options of the Resulting Issuer on the same terms as those contained in the Agents' Option.
"The completion of the private placement and qualifying transaction marks the culmination of the first stage of Concordia's business strategy." stated Mark Thompson, President and Chief Executive Officer of Concordia Healthcare Corp. "We look forward to working with our investors and partners towards the continued growth of Concordia," he added.
The common shares of the Resulting Issuer are expected to begin trading on the TSX on or about December 24, 2013.
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 regarding forward-looking statements:
This release includes forward-looking statements regarding the Resulting Issuer and its business, which may include, but is not limited to, statements with respect to delisting the Resulting Issuer's common shares from the NEX board of the TSX Venture Exchange, listing the Resulting Issuer's common shares on the TSX 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 the Resulting Issuer. The forward-looking events and circumstances discussed in this release, including delisting the Resulting Issuer's common shares from the NEX board of the TSX Venture Exchange and listing the Resulting Issuer's common shares on the TSX, 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 company, including risks regarding the pharmaceutical industry, failure to obtain regulatory approvals, economic factors, the equity markets generally and many other factors beyond the control of the Resulting Issuer. Although the Resulting Issuer has 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 the Resulting Issuer undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE Mercari Acquisition Corp.For further information:
Mark Thompson, Chief Executive Officer of Concordia Healthcare Corp., at 905 842 5150.