/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
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NEX: MV.H
TORONTO,
Dec. 23, 2013 /CNW/ - Concordia
Healthcare Corp. (the "Resulting Issuer"), formerly named
Mercari Acquisition Corp., is pleased to announce the completion of
its qualifying transaction (the "Transaction") pursuant to
Policy 2.4 - Capital Pool Companies of the TSX Venture
Exchange. In accordance with the previously announced
amalgamation agreement dated December 13,
2013 (the "Amalgamation Agreement"), Concordia
Healthcare Inc. amalgamated (the "Amalgamation") with the
Resulting Issuer's wholly-owned subsidiary, Mercari Subco Inc., and
the shareholders of Concordia Healthcare Inc. exchanged their
common shares of Concordia Healthcare Inc. for common shares of the
Resulting Issuer on a one for one basis. The Amalgamation
became effective at 11:59 p.m. on
December 20, 2013.
Prior to the completion of the Transaction, the
common shares of the Resulting Issuer were consolidated on the
basis of 48.08 common shares outstanding prior thereto to one
common share outstanding thereafter. The common shares of the
Resulting Issuer are expected to be delisted from the NEX board of
the TSX Venture Exchange and relisted for trading on the Toronto
Stock Exchange (the "TSX") under the symbol "CXR".
Private Placement
Before the effective time of the Amalgamation,
Concordia Healthcare Inc. completed a private placement (the
"Private Placement") of subscription receipts (the
"Subscription Receipts") conducted by a syndicate of agents
co-led by GMP Securities L.P. and Canaccord Genuity Corp. and
including Beacon Securities Limited, Cormark Securities Inc. and
National Bank Financial Inc. (collectively, the
"Agents"). Pursuant to the Private Placement,
Concordia Healthcare Inc. issued 5,520,000 Subscription Receipts
(which included the exercise in full of the Agents' 15% option) at
a price of $6.25 per Subscription
Receipt for total gross proceeds of $34,500,000. Each Subscription Receipt was
exchanged for one common share of Concordia Healthcare Inc., which
common shares were then exchanged for common shares of the
Resulting Issuer on a one for one basis pursuant to the
Amalgamation.
The Agents received options to purchase 220,800
common shares of Concordia Healthcare Inc. at an exercise price of
$6.25 (the "Agents' Options").
The Agents' Options are exercisable until December 20, 2015. Pursuant to the
Amalgamation Agreement, the Agents' Options were exchanged for
compensation options of the Resulting Issuer on the same terms as
those contained in the Agents' Option.
"The completion of the private placement and
qualifying transaction marks the culmination of the first stage of
Concordia's business strategy." stated Mark
Thompson, President and Chief Executive Officer of Concordia
Healthcare Corp. "We look forward to working with our
investors and partners towards the continued growth of Concordia,"
he added.
The common shares of the Resulting Issuer are
expected to begin trading on the TSX on or about December 24,
2013.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities in
any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933
ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE
ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT.
Notice regarding forward-looking
statements:
This release includes forward-looking
statements regarding the Resulting Issuer and its business, which
may include, but is not limited to, statements with respect to
delisting the Resulting Issuer's common shares from the NEX board
of the TSX Venture Exchange, listing the Resulting Issuer's common
shares on the TSX and other factors. Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "is expected", "expects", "scheduled", "intends",
"contemplates", "anticipates", "believes", "proposes" or variations
(including negative variations) of such words and phrases, or state
that certain actions, events or results "may", "could", "would",
"might" or "will" be taken, occur or be achieved. Such statements
are based on the current expectations of the management of the
Resulting Issuer. The forward-looking events and circumstances
discussed in this release, including delisting the Resulting
Issuer's common shares from the NEX board of the TSX Venture
Exchange and listing the Resulting Issuer's common shares on the
TSX, may not occur by certain specified dates or at all and could
differ materially as a result of known and unknown risk factors and
uncertainties affecting the company, including risks regarding the
pharmaceutical industry, failure to obtain regulatory approvals,
economic factors, the equity markets generally and many other
factors beyond the control of the Resulting Issuer. Although the
Resulting Issuer has attempted to identify important factors that
could cause actual actions, events or results to differ materially
from those described in forward-looking statements, there may be
other factors that cause actions, events or results to differ from
those anticipated, estimated or intended. No forward-looking
statement can be guaranteed. Except as required by applicable
securities laws, forward-looking statements speak only as of the
date on which they are made and the Resulting Issuer undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events,
or otherwise.
SOURCE Mercari Acquisition Corp.