Focused Capital Corp. provides update on proposed Qualifying Transaction with AGNITY Global, Inc.
30 Mar, 2016, 10:42 ET
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
/NOT FOR RELEASE IN THE UNITED STATES./
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.
TORONTO, March 30, 2016 /CNW/ - Focused Capital Corp. ("Focused") (TSXV:FLO.H), a capital pool company formed under the policies of the TSX Venture Exchange, is pleased to provide an update with respect to the non-binding letter of intent dated December 7, 2015 (the "LOI") for the arm's length business combination (the "Proposed Transaction") of Focused and AGNITY Global, Inc. ("AGNITY Global"). The Proposed Transaction will qualify as Focused's "Qualifying Transaction" as defined by Policy 2.4 of the TSX Venture Exchange. The parties are continuing to work towards a definitive agreement for the Qualifying Transaction (the "Definitive Agreement") and other conditions to the closing of the Qualifying Transaction, including completing due diligence, completion of financial statements and a filing statement under the policies of the TSX Venture Exchange, and obtaining regulatory approvals.
It is currently anticipated that the Proposed Transaction will proceed by way of a triangular merger transaction under Delaware law, pursuant to which AGNITY Global will combine its corporate existence with a wholly-owned subsidiary of Focused. For convenience, Focused, as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the "Resulting Issuer".
If the Proposed Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer (the "New Slate") will consist of five (5) directors, all of whom will be nominated by AGNITY Global, and the executive officers of the Resulting Issuer will be appointed by the New Slate. The New Slate will be put forth and nominated at a meeting of Focused's shareholders to be held prior to the completion of the Proposed Transaction.
In conjunction with, and prior to the closing of the Proposed Transaction, AGNITY Global intends to complete a brokered private placement of subscription receipts (the "Subscription Receipts") for gross proceeds of up to C$8 million led by Haywood Securities Inc. (the "Private Placement"). Each Subscription Receipt is expected to be convertible into units consisting of one share of common stock of AGNITY Global as they are constituted following a consolidation of such shares (an "AGNITY Share") and up to one half of one warrant to purchase an AGNITY Share.
Pursuant to the Proposed Transaction it is intended that: (i) the outstanding common shares of Focused will be consolidated at a ratio to be determined based on the per share price in the Private Placement (the "Consolidation"); and (ii) the holders of AGNITY Shares (including those investors in the Private Placement) will receive one common share of the Resulting Issuer (on a post-Consolidation basis) in exchange for each outstanding AGNITY Share and outstanding convertible securities of AGNITY Global (including any warrants issued in the Private Placement) will be adjusted to be convertible into shares of the Resulting Issuer or be exchanged for convertible securities of the Resulting Issuer. The outstanding options of Focused will be adjusted accordingly to reflect the Consolidation. Following the completion of the Proposed Transaction, the security holders of AGNITY Global (including those investors under the Private Placement) will hold a significant majority of the outstanding common shares of the Resulting Issuer.
A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow in accordance with the policies of the TSXV.
About Focused Capital Corp.
Focused, a capital pool company within the meaning of the policies of the Exchange, does not have any operations and has no assets other than cash. Focused's business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction under the policies of the Exchange.
Trading of the common shares of Focused remains halted in connection with the dissemination of this news release, and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4.
The information provided in this press release regarding AGNITY Global has been provided by AGNITY Global and has not been independently verified by Focused.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the 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 transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The information in this news release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions, including, without limitation, the completion of the proposed business combination, that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although Focused and AGNITY Global believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, Focused and AGNITY Global disclaim any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE Focused Capital Corp.
For further information: Mark Goodman, Chief Executive Officer, Focused Capital Corp., Tel: (647) 253-1155, Email: [email protected]
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