Scienza e Tecnologia
PODA Announces Filing of Information Circular for Special Meeting
As previously announced, the Company, Ryan Selby and Ryan Karkairan (together, the " "), and ALCS entered into an asset purchase agreement dated May 13, 2022 (the " "), pursuant to which the Company and the Owners have each agreed to sell to ALCS substantially all of the assets and properties used in the Company's business of developing, manufacturing and marketing multi-substrate heated capsule technology, including, without limitation, the Owners' patents related to such technology and the Company's exclusive, perpetual license of certain of those patents pursuant to an amended and restated royalties agreement dated April 12, 2019 (the " "), for a total purchase price of US$100.5 million (" "), subject to certain adjustments and holdbacks (the " "). The Company carries on its business pursuant to the Royalties Agreement and the Company and the Owners have agreed to allocate US$55,275,000 of the Purchase Price to the Company (being 55% of the Purchase Price), with the balance to the Owners. Provided the Transaction is completed, the Company expects to make a cash distribution to Shareholders (the " ") equal to approximately CDN$0.40 per subordinate voting share of the Company (" ") and CDN$400 per multiple voting share of the Company (" "), representing a 167% premium to the closing share price of the Company's SVS as of May 12, 2022 , being the day prior to the announcement of the proposed Transaction.
The Transaction has been unanimously recommended by a special committee of the Board, comprised entirely of independent directors (the " "). The Board, after receiving the unanimous recommendation of the Special Committee, has unanimously determined that the Transaction is in the best interests of the Company and that the consideration to be received by the Company pursuant to the Asset Purchase Agreement is fair to the Company. Accordingly, the Board approved the Asset Purchase Agreement and recommended that Shareholders vote in favour of the resolution approving the Transaction, with the Owners having declared their interests and abstaining.
At the Meeting, Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, special resolutions approving the following:
To be adopted: (i) the resolution approving the Transaction must be approved by at least 66⅔% of the votes cast by Shareholders, present in person or represented by proxy and entitled to vote at the Meeting, voting together as a single class, (ii) the resolutions approving the SVS Amendment and the SVS Capital Reduction must each be approved by at least 66⅔% of the votes cast by holders of SVS, and (iii) the resolutions approving the MVS Amendment and the MVS Capital Reduction must each be approved by at least 66⅔% of the votes cast by holders of MVS, in each case present in person or represented by proxy and entitled to vote at the Meeting.
Each of the directors and senior officers of the Company, together with certain other Shareholders, holding shares carrying in aggregate approximately 38.91% of the votes which may be cast at the Meeting, have entered into voting agreements with ALCS pursuant to which they have agreed to cast such votes in favour of the resolution approving the Transaction.
The Circular contains important information regarding the Transaction and the other matters to be put forward to Shareholders at the Meeting, how Shareholders can vote their shares at the Meeting, the background to the Transaction and the rationale for the recommendations made by the Special Committee and the Board.
Further details regarding the terms of Asset Purchase Agreement are set out in the Asset Purchase Agreement, a copy of which is available under the Company's profile on SEDAR at www.sedar.com. In addition to Shareholder approval, the Transaction is subject to receipt of consents and approvals from certain governmental authorities and other parties, as well as other closing conditions customary in transactions of this nature.
PODA has developed a multi-substrate heated capsule technology that uses proprietary biodegradable single-use capsules, which are both consumer and environmentally friendly. The innovative design of the technology prevents cross-contamination between the heating devices and the capsules which eliminates cleaning requirements and provides users with a convenient and enjoyable experience. PODA's technology is fully patented in Canada and is patent pending in over 60 additional countries, covering almost 70% of the global population.
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