Dacha completes transaction with Merus Labs and redeems common shares
TORONTO, Aug. 14, 2014 /CNW/ - Dacha Strategic Metals Inc. (TSX-V: DSM) ("Dacha") is pleased to announce that it has:
- completed its previously announced transaction with Merus Labs International Inc. ("Merus") (TSX: MSL, NASDAQ: MSLI); and
- in accordance with the articles of amendment that were approved by Dacha shareholders on August 11, 2014, redeemed all of its outstanding common shares.
In the Merus transaction, Dacha created a new wholly-owned subsidiary ("Newco") and capitalized Newco with $6,975,001 in cash by way of equity subscription. Merus then purchased Newco from Dacha in exchange for 4,102,941 common shares of Merus ("Merus Shares") based on a price of $1.70 per Merus Share (the "Newco Sale"). Merus also issued an additional 143,603 Merus Shares to Dacha in satisfaction of the structuring fee payable to Dacha in connection with the Newco Sale.
Following completion of the Newco Sale, Dacha redeemed all of its outstanding common shares in accordance with the terms of the common shares at a redemption price of $0.1777 per share. The redemption price will be satisfied, except in the case of Non-Qualified Shareholders (as defined in Dacha's management information circular dated July 11, 2014 (the "Circular")), by the delivery to each shareholder of that number of Merus Shares equal to (i) the aggregate redemption price payable to such shareholder divided by (ii) $2.11 (being the closing price of the Merus Shares on the Toronto Stock Exchange on August 13, 2014), rounded down to the nearest whole number of Merus Shares. Accordingly, each Dacha Share (other than Dacha Shares held by Non-Qualified Shareholders) will be redeemed in exchange for approximately 0.0842 Merus Shares. Non-Qualified Shareholders will receive, in lieu of the Merus Shares they would have otherwise received, cash equal to the net proceeds of the sale of such Merus Shares as described in further detail in the Circular and the letter of transmittal that accompanied the Circular (the "Letter of Transmittal"). Copies of the Letter of Transmittal can also be found under Dacha's profile on SEDAR (www.sedar.com) and further details regarding the Newco Sale and the redemption of Dacha's common shares can be found in the Circular.
Trading in Dacha's common shares on the TSX Venture Exchange was halted on August 13, 2014 and Dacha's common shares will not resume trading and will be delisted shortly. Dacha also intends to apply to cease to be a reporting issuer for Canadian securities law purposes.
This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements and information include, but are not limited to, statements with respect to the Newco Sale and the redemption of Dacha's common shares. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Dacha to control or predict, that may cause Dacha's actual results, performance or achievements may be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out herein. Dacha undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
The TSX Venture 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.
SOURCE Dacha Strategic Metals Inc.For further information: Peter H. Puccetti, Chief Executive Officer, Dacha Strategic Metals Inc., 416-348-8585 (telephone), 416-203-0734 (facsimile)