VAUGHAN, ON, April 11, 2019 /CNW/ – Ignite International Brands, Ltd. (CSE: BILZ) (the “Company“) is pleased to announce that, further to its news release of March 1, 2019, it has entered into a definitive business combination agreement (the “Agreement“) to acquire all of the issued and outstanding common shares of Ignite International, Ltd. (“Ignite US“) in exchange for securities of the Company (the “Transaction“).
The Transaction is subject to customary conditions as outlined below, including shareholder approval and the approval of the Canadian Securities Exchange (“CSE“), and is expected to be completed pursuant to a plan of arrangement. A special meeting of shareholders of the Company is expected to be held in May 2019 in order to seek approval of the Transaction (the “Meeting“).
Details of Transaction
Pursuant to the terms of the Agreement, the Company will create a new class of proportionate voting shares (the “Proportionate Voting Shares“) and rename its current class of CSE-listed common shares as “Subordinate Voting Shares“.
The Proportionate Voting Shares and Subordinate Voting Shares will have the same rights, be equal in all respects and will be treated by the Company as if they were shares of one class only. Proportionate Voting Shares will at any time, at the option of the holder, and subject to certain conditions to ensure that the Company remains a “foreign private issuer” (as such term is defined in Rule 405 of Regulation C under the U.S. Securities Act of 1933 (the “SEC Rules“)), be convertible into Subordinate Voting Shares at a ratio of 200 Subordinate Voting Shares for each Proportionate Voting Share. Prior to conversion, each Proportionate Voting Share will carry 200 votes per share (compared to one vote per Subordinate Voting Share). The Proportionate Voting Shares are being created in order for the Company to meet the definition of a “foreign private issuer” under the SEC Rules.
The Agreement provides that the Company shall acquire all the Ignite US shares it does not already hold in exchange for 756,257 Proportionate Voting Shares and 67,681,000 Subordinate Voting Shares, which would result in Ignite US becoming a wholly-owned subsidiary of the Company. As a result, approximately 91.4% of the equity securities of the Company will be issued to Ignite US shareholders pursuant to the Transaction and, following the Transaction, the existing Ignite US shareholders would hold approximately 95.6% of the equity securities of the Company (assuming in each case the conversion of all Proportionate Voting Shares into Subordinate Voting Shares). Dan Bilzerian, the Chairman of the Company, would hold not less than 62.4% of the issued and outstanding shares (assuming the conversion of all Proportionate Voting Shares into Subordinate Voting Shares). The foregoing is stated on a non-diluted basis and excludes any shares issued pursuant to any financings (including the brokered private placement referenced below).
For further details regarding the Transaction, including the proposed change of business of the Company, which is also subject to shareholder and CSE approval (which shareholder approval will be sought at the Meeting), please review the Company’s news release of March 1, 2019. In addition, the Company will prepare and file a new Listing Statement with respect to its proposed new business which will be available under the Company’s profile at www.sedar.com, and will be preparing and mailing a comprehensive proxy circular in connection with the Meeting.
The Transaction will be subject to the approval of (i) at least 66 2/3% of the votes cast by the Company’s shareholders at the Meeting; (ii) at least a simple majority of the votes cast by the Company’s shareholders at the Meeting, excluding shares held directly or indirectly by “affiliates” and “control persons” of the Company as defined in National Instrument 41-101 – General Prospectus Requirements and Ontario Securities Commission Rule 56-501 – Restricted Shares; and (iii) at least a simple majority of the votes cast by the Company’s shareholders at the Meeting, excluding the shares required to be excluded under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. In addition, the closing of the Transaction is subject to certain other conditions, including (i) the Company obtaining all requisite regulatory approvals from the CSE and any applicable Canadian securities regulatory authorities by May 29, 2019; and (ii) the Transaction closing by May 30, 2019. The Company and Ignite US have also agreed to pursue a brokered private placement, to be led by broker(s) selected by Ignite US, for gross proceeds currently expected to be CAD$50 million.
For further information: Ryan Troup, Circadian Group, Tel: 1-866-219-8112, Email: email@example.com
Source: Ignite International Brands, Ltd.
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