CALGARY, Alberta, May 01, 2018 (GLOBE NEWSWIRE) -- Arkadia Capital Corp. (TSXV:AKC.P) ("Arkadia") is pleased to announce that Arkadia and Capexco Inc. ("Capexco"), a private real-estate development company incorporated under the laws of Alberta, have entered into an amalgamation agreement dated May 1, 2018 (the "Definitive Agreement"), to complete the business combination that Arkadia previously announced on December 31, 2015, but on materially different terms.
Business Combination
Pursuant to the terms of the Definitive Agreement, Arkadia will consolidate the Arkadia shares on a twenty-to-one basis and, after the consolidation but subject to certain conditions, including but not limited to Capexco becoming a reporting issuer, Arkadia and Capexco will amalgamate (the "Amalgamation") under the Business Corporations Act (Alberta) and continue as one corporation (the "Resulting Issuer"). Prior to the Amalgamation, Arkadia will be required to submit a delisting application with the TSX Venture Exchange ("TSXV") requesting the delisting of Arkadia's shares from the TSXV (the "Delisting") and, in connection with the Delisting, will be required to obtain the approval of a majority of the minority of Arkadia's shareholders at a special meeting of Arkadia's Shareholders.
After the Delisting, should the shareholders of Arkadia and Capexco have approved the Amalgamation, the parties will seek to have the shares of the Resulting Issuer qualified for distribution on the Canadian Securities Exchange (the "Listing", and together with the Amalgamation the "Transaction") by way of non-offering prospectus. Concurrent with the preparation and submission of the non-offering prospectus, the parties will seek the conditional approval of the Canadian Securities Exchange for the Listing. Upon receipt of all necessary approvals and the satisfaction of all conditions, the parties will complete the Transaction.
At the effective time of the Amalgamation:
- each Arkadia shareholder will receive one Resulting Issuer share, at a deemed price of $1.875 per Resulting Issuer share, for each post-consolidation Arkadia share held, after which all of the outstanding Arkadia shares will be cancelled; and
- each Capexco shareholder will receive two Resulting Issuer shares, at a deemed price of $1.875 per Resulting Issuer share, for each Capexco share held, after which all of the outstanding Capexco shares will be cancelled.
Arkadia and Capexco anticipate that, in connection with the business combination, approximately 326,167 Resulting Issuer shares will be issued to the Arkadia shareholders, and approximately 27,315,781 Resulting Issuer shares will be issued to the Capexco shareholders, for a total of 27,641,948 outstanding Resulting Issuer shares.
Resulting Issuer’s Proposed Directors and Officers
The proposed directors and officers of the Resulting Issuer are as follows:
- Mr. Trent Claughton, Director and President: Mr. Claughton is currently Capexco’s President, a position he has held since Capexco’s incorporation on December 2015. Prior to co-founding Capexco Inc., Mr. Claughton had been a founder, principle, or partner of a number of successful investment and financial services companies across North America and Europe including: Mercer Capital Inc., Canax Energy Inc., Intercontinental Energy Brokers Limited (a London, England based institutional commodity dealer), Optimum Energy Brokers Inc., Natsource, and Tullet-Prebon. Mr. Claughton began his financial services career by developing and publishing a market analysis commentary distributed daily to institutional traders across North America.
- Ms. Patti DeDominicis, Director: Ms. DeDominicis has been the Director and the President of DeDominicis Enterprises Inc., a consultancy in the oil and gas industry, since July 1994. Ms. DeDominicis is also the founder of Firmus Contracting Inc. Firmus is a family owned, multigenerational, market leading firm with over 50 years of industry experience in building concrete structures. Firmus has participated in construction projects totaling over $1 Billion. Firmus projects include some of the largest and highest profile projects in Calgary and surrounding areas, including: Concord Pacific’s - The Concord; Qualex-Landmark - Park Point; Hon Developments - The Guardian; Bucci’s - Kensington; and Trico’s - Viridian. Their clients are among the most reputable developers and builders in the country. Mrs. DeDominicis is also the founder DeDominicis Enterprises Inc, a vertically integrated firm focused on investment and development of residential, commercial, and industrial real estate. Mrs. DeDominicis is on the board of The Brawn Family Foundation and Empowering Minds Foundation.
- Mr. Dave Hall, Director: Mr. Hall has been an independent businessman since January 2015. Mr. Hall has been active in real estate development and project management for the last 15 years. He has lead and overseen the successful completion of many real estate development projects in BC, Alberta, and Washington State during that period. Mr. Hall has also had success in private and publicly traded oil and gas ventures. He is currently the General Partner of a 55,000 SF hospitality development project in Canmore where he is responsible for managing the construction and overseeing the development management team.
- Mr. John Bowlen, Director: Mr. Bowlen is the co-owner and a director of the Denver Broncos, of the National Football League (NFL), along with his brother Pat Bowlen. Mr. Bowlen has also served as the CEO and President of Regent Resources Ltd., a Director of Regent Resources, Breaker Energy, and PDB Sports, Ltd.
- Denny Chow, Chief Financial Officer and Corporate Secretary: Mr. Chow is currently Capexco’s Chief Financial Officer, a position he has held since December 2015. Mr. Chow has extensive Chief Financial Officer experience in both private and publicly listed corporations including: the CFO of Firmus Contracting Inc. - which provides construction services for major industrial, commercial, and residential multifamily real estate projects, the CFO of Morro Bay Resources Ltd, and the CFO of RMS Systems Inc. (an energy equipment and services company) from September 2008 to November 2013. He was also the Corporate Controller of Teine Energy Ltd. from February 2006 to June 2011.
Resulting Issuer’s Business
Capexco is a merchant developer, principal investor and asset manager focused on industrial, commercial and residential real estate opportunities across North America. Following the completion of the Amalgamation, the proposed directors and officers of the Resulting Issuer intend to carry on the current business of Capexco, namely real estate acquisitions, development and management in Canada and the United States.
Conditions to Closing
The completion of the business combination is subject to various closing conditions, including but not limited to the following:
- that a resolution approving the Amalgamation has been passed by, in each case, a majority of not less than two-thirds of the votes cast by Arkadia shareholders and the Capexco shareholders who voted in respect of that resolution;
- that Arkadia and Capexco shareholders holding, in each case, not more than 10% of the Arkadia shares or Capexco shares, respectively, have exercised their statutory dissent rights in respect of the Amalgamation;
- that Arkadia has completed the consolidation of the Arkadia shares on a twenty-to-one basis;
- that the Canadian Securities Exchange (the "CSE") has conditionally approved the listing of the Resulting Issuer's shares; and
- certain other conditions precedent as are customary for a transaction of this nature.
Neither Arkadia nor Capexco can provide any guarantee that all or any of the foregoing conditions will be satisfied.
For further information contact:
Arkadia Capital Corp.
Dennis Nerland
Chief Executive Officer and Chief Financial Officer
(403) 299-9600
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information is any information about an issuer that is prospective in nature, and often includes words such as "anticipates," "expects," "estimates," "intends," and words and terms of similar substance, in connection with discussions about the issuer’s future operating or financial performance.
All of the disclosure in this news release about the Resulting Issuer is forward-looking information. Arkadia has made a material assumption to develop the forward-looking information in this investor presentation, namely that the parties will satisfy all of the conditions to the completion of the Amalgamation. Actual results may vary from the forward-looking information in this news release due to certain material risk factors. For instance, Arkadia and Capexco’s shareholders may not approve the Amalgamation by the requisite majorities, more than 10% of Arkadia’s shareholders or more than 10% of Capexco’s shareholders may exercise their statutory dissent rights, Capexco may not obtain reporting issuer status or the CSE may not conditionally approve the listing of the Resulting Issuer shares.
Arkadia does not assume any obligation to update or revise the forward-looking information in this news release, unless it is required to do so under Canadian securities legislation.
Neither the TSXV nor the TSXV's regulation services provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release