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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
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.