Scienza e Tecnologia
PODA Completes Multiparty Sale of Intellectual Property Assets for US$100.5 Million
Ryan Selby, PODA's Chief Executive Officer, Director and Chairman of the Company's board of directors (the " "), commented, "The completion of this sale represents the culmination of a tremendous amount of effort from the entire Poda team, and I am extremely proud of what we have accomplished. I believe this Transaction provides maximum value for the Company and its shareholders, and I know our innovative technology is now in good hands with Altria."
PODA and the Owners sold 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 " ").
Pursuant to the Asset Purchase Agreement, as consideration for the Purchased Assets, ALCS paid the aggregate sum of US$100,500,000 , as follows:
No portion of the Purchase Price paid to the Company is subject to holdbacks or escrow.
As a result of the completion of the Transaction, the Company no longer has any material property or assets other than cash-on-hand plus the cash proceeds of the Transaction, which are expected to amount to approximately CDN$69.65 million after satisfying the Company's obligations and liabilities. PODA anticipates it will make a cash distribution to holders of PODA's shares (the " ") equal to approximately CDN$0.40 per subordinate voting share and CDN$400 per multiple voting share (the " "), representing a 167% premium to the closing share price of PODA as of May 12, 2022 , the day prior to announcement of the transaction. PODA will provide further information in this regard, and the record date for the Distribution, in a subsequent news release.
PODA expects to retain approximately CDN$1 million in cash to explore new business opportunities for the economic benefit of its Shareholders, subject to the terms of the Asset Purchase Agreement.
It is anticipated that: (i) Messrs. Selby and Karkairan will resign from the Board within 60 days of the Closing; (ii) Aaron Bowden and Patrick Gray will remain on the Board; (iii) Mr. Bowden and Mr. Gray will appoint a third member to the Board to hold office until the next annual general meeting of shareholders; and (iv) Mr. Gray will serve as the Chief Executive Officer of the Company, and will likely be the only employee of the Company until a new Chief Executive Officer is identified.
Stifel Nicolaus Canada Inc. acted as financial advisor to PODA, and DLA Piper ( Canada ) LLP and DLA Piper LLP acted as PODA's Canadian and United States legal counsel. Farris LLP acted as the Owner's legal counsel. Blake, Cassels & Graydon LLP acted as legal counsel to the Special Committee. McGuireWoods LLP and Goodmans LLP acted as ALCS 's United States and Canadian legal counsel.
Further details regarding the Transaction and the anticipated timing and amount of the Distribution are set out in the Asset Purchase Agreement and the management information circular (the " ") sent to Shareholders in connection with the special meeting held on June 22, 2022 , which are available under PODA's profile at www.sedar.com.
On Behalf of the Board,
Ryan Selby
CEO, Director, and Chairman of the Board
Poda Holdings, Inc.
Toll-free North America : +1-833-TRY-PODA (879-7632)
Outside North America : +1-406-TRY-PODA (879-7632)
investors@poda-holdings.com
www.poda-holdings.com