Enthusiast Gaming and J55 Capital Receive Final Order Approving Merger
29 Agosto 2019 - 3:01PM
Enthusiast Gaming Holdings Inc. (TSX-V: EGLX)
("
Enthusiast”) and
J55 Capital Corp.
(TSX-V: FIVE.P) (“
J55”) are pleased to
announce that they have obtained a final court order from the
Ontario Superior Court of Justice approving the previously
announced plan of arrangement under the Business Corporations Act
(Ontario). J55 will acquire all of Enthusiast’s issued and
outstanding common shares by way of a plan of arrangement under the
Business Corporations Act (Ontario) (the
"
Arrangement").
Receipt of the final order follows the annual
and special meeting of shareholders of Enthusiast
(“Enthusiast Shareholders”) held on August 26,
2019, where Enthusiast Shareholders overwhelmingly approved the
Arrangement by a special resolution, and the annual and special
meeting of shareholders of J55 (“J55
Shareholders”) held on August 26, 2019, where J55
Shareholders unanimously approved the Arrangement by a special
resolution.
Pursuant to the Arrangement, holders of common
shares of Enthusiast will receive 4.22 post-First Consolidation (as
defined in the joint management information circular of J55 and
Enthusiast dated July 23, 2019) common shares of J55 for each
common share of Enthusiast held.
Closing of the Arrangement remains subject to
the satisfaction or waiver of other customary closing conditions,
including final approval by the TSX Venture Exchange. Subject to
satisfaction of these closing conditions, it is anticipated that
the Arrangement will be completed in early September, 2019.
Enthusiast’s stock expects to be halted after
markets today, Thursday August 29, 2019 pending the closing of the
merger transactions. Enthusiast’s stock is not expected to resume
trading as following the Arrangement, Enthusiast will become a
subsidiary of J55 and be delisted.
For further information regarding J55,
please contact: John Veltheer Chief Financial Officer,
Secretary and Director Telephone: 604-562-6915 Email:
john@veltheer.com
For further information regarding
Enthusiast, please contact:
Julia BeckerHead of Investor Relations & MarketingTelephone:
(604) 785-0850Email: jbecker@enthusiastgaming.com
Forward-Looking Information
This news release contains forward-looking
statements. Forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual
results, performance or achievements of J55 or Enthusiast Gaming to
be materially different from any future results, performance or
achievements expressed or implied by the forward-looking
statements. Forward-looking statements in this news release
include, but are not limited to: statements with respect to the
completion of the Arrangement and the timing for its completion;
the satisfaction of closing conditions which include, without
limitation (i) certain termination rights available to the parties
under the Arrangement Agreement, (ii) J55 obtaining the necessary
approvals from the TSX-V for the listing of its common shares,
(iii) Enthusiast Gaming receiving approval for the delisting of its
shares on the TSX-V, and (iv) other closing conditions, including
compliance by J55 and Enthusiast Gaming with various covenants
contained in the Arrangement Agreement. Often, but not
always, forward-looking statements can be identified by the use of
words such as “plans”, “expects” or “does not expect”, “is
expected”, “estimates”, “intends”, “anticipates” or “does not
anticipate”, or “believes”, or 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.
Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this press
release. Since forward-looking statements and information address
future events and conditions, by their very nature they involve
inherent risks and uncertainties.
Actual results could differ materially from
those currently anticipated due to a number of factors and risks.
Readers are cautioned that the foregoing list of factors is not
exhaustive. The forward-looking statements contained in this news
release are made as of the date of this release and, accordingly,
are subject to change after such date.
J55 and Enthusiast Gaming do not assume any
obligation to update or revise any forward-looking statements,
whether written or oral, that may be made from time to time by us
or on our behalf, except as required by applicable law. Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
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