TORONTO, Dec. 23, 2014 /CNW/ - On December 23, 2014, through a reverse triangular merger (the "Merger") involving WB III Acquisition Corp. (the "Issuer"), TicToc Planet, Inc. ("TicToc") and WB III Subco Inc. (a wholly-owned subsidiary of the Issuer), Gary Jacobs (the "Offeror") acquired ownership and control of 37,313 restricted voting shares of the Issuer ("Restricted Voting Shares"), representing 10.30% of the 362,401 issued and outstanding Restricted Voting Common Shares of the Issuer.
The Restricted Voting Shares are convertible into voting common shares of the Issuer ("Voting Common Shares"). In the event that the Offeror converted the Restricted Voting Shares it holds, then the Offeror would hold an aggregate of 37,313 Voting Common Shares, which would represent, on a converted basis, 0.17% of the issued and outstanding Voting Common Shares.
The Merger formed part of the qualifying transaction of the Issuer under Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual, all as set out in the filing statement of the Issuer dated December 19, 2014 and filed on SEDAR on December 19, 2014. The 37,313 Restricted Voting Shares were issued from treasury to the Offeror in consideration for 37,313 shares of common stock of TicToc, in accordance with the Merger.
The Restricted Voting Shares are held by the Offeror for investment purposes. Depending on market and other conditions, the Offeror may, directly or indirectly, acquire ownership or control over additional Voting Common Shares or Restricted Voting Shares, through market transactions, private agreements or otherwise, in accordance with applicable securities legislation. Depending on market and other conditions (and subject to any escrow and/or lock-up agreements), the Offeror may sell any of its Restricted Voting Shares or Voting Common Shares.
A copy of the early warning report to be filed by the Offeror in connection with the transactions referred to in this press release may be obtained from Hyungseok Lee at [email protected].
The address of the Offeror is:
333 Bryant Street, Suite 310,
San Francisco, CA, USA, 94107
SOURCE: Gary + Robin Jacobs Family Trust
For further information: [email protected]