TORONTO, March 22, 2019 /CNW/ - Hope Well Capital Corp. ("Hope Well") (TSX VENTURE: HOPE.P), a capital pool company, announce it received conditional approval from the TSX Venture Exchange ("TSXV") for the qualifying transaction by way of a three-cornered amalgamation (the "Transaction") with Payfare Inc. ("Payfare" or the "Company") further to Hope Well's press releases of August 2, 2018, November 21, 2018 and February 1, 2019.
The TSXV has conditionally approved the listing of the resulting issuer on closing of the Transaction as a Tier 2 technology issuer. TSXV's conditional approval for the Transaction contains a number of conditions, including (i) the approval by the TSXV of the filing statement with respect to the Transaction and filing of the filing statement at least 7 business days prior to closing of the Transaction; (ii) Payare raising a minimum of $5 million in debt or equity in addition to the subscription receipts financing which closed on July 27, 2018; and (iii) the resulting issuer obtaining disinterested shareholder approval following the closing of the Transaction for a 20% fixed option plan, a restricted share unit plan and certain individual grants under such plans. All of the TSXV's conditions are required to be met by May 6, 2019.
Hope Well and Payfare also entered into a second amended and restated amalgamation agreement (the "Second Restated Amalgamation Agreement") further amending the amended and restated amalgamation agreement dated September 27, 2018 with respect to the Transaction by providing for the additional financings Payfare proposes to undertake in satisfaction of the TSXV conditions.
While Hope Well believed Payfare was in the process of obtaining the additional financing required by the TSXV, Hope Well received an email notice from Payfare on March 15, 2019 with a copy of a non-binding letter of intent from an unidentified party to purportedly acquire all outstanding securities of Payfare for a cash and stock transaction (the "Alternative Offer"). Hope Well was advised in the evening of March 20, 2019 that the Payfare board of directors had decided the Alternative Offer was a "Superior Merger Proposal" under the Second Restated Amalgamation Agreement and was requested to match the terms of the Alternative Offer. Hope Well disputes the validity of the notice, and is evaluating available legal remedies with respect to the Alternative Offer and Payfare's non-compliance with the Second Restated Amalgamation Agreement.
ABOUT HOPE WELL
Hope Well is a capital pool company (CPC) formed under the TSXV's CPC program. Hope Well's common shares will remain halted until Hope Well satisfies the requirements of the TSXV for resuming the trading of the Hope Well shares or until completion of the Transaction.
Completion of the Transaction is subject to a number of conditions including, but not limited to, due diligence, TSXV acceptance and if required by TSXV policies, 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 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.
All information in this press release concerning Payfare has been provided for inclusion herein by Payfare. Although Hope Well has no knowledge that would indicate that any information contained herein concerning Payfare is untrue or incomplete, Hope Well assumes no responsibility for the accuracy or completeness of any such information.
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.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction, the financings and associated transactions, including statements regarding the terms and conditions of the Transaction, financings and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction, the financings and associated transactions, that the ultimate terms of the Transaction, the financings and associated transactions will differ from those that currently are contemplated, and that the Transaction, the financings and associated transactions will not be successfully completed for any reason (including the failure to meet the TSXV's conditions or obtain the required approvals or clearances from regulatory authorities). The statements in this news release are made as of the date of this release. Hope Well undertakes no obligation to update any such forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on any such forward-looking statements. Hope Well undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Hope Well and Payfare, or their respective financial or operating results or (as applicable), their securities.
SOURCE Hope Well Capital Corp.
For further information: Hope Well, Sheldon Kales, Director, Phone: 647 388 1117, E-mail: [email protected]