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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
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
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
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
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.