VANCOUVER, BC,
June 1,
2022 /PRNewswire/ - PODA HOLDINGS, INC. ("PODA" or
the "Company") (CSE: PODA) (FSE: 99L) (OTC: PODAF) is
pleased to announce that, further to its news release dated
May 13, 2022 in respect of the
proposed sale of all or substantially all of the Company's assets
to Altria Client Services LLC ("ALCS"), a subsidiary of
Altria Group, Inc. (NYSE: MO), it has filed a management
information circular (the "Circular") in connection with
the upcoming meeting of the holders of the Company's shares
(the "Shareholders") called for June
22, 2022 (the "Meeting"). The Circular is
available on the Company's profile on the System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com well as on
the Company's website at poda-holdings.com.
Meeting Details
The Company's board of directors (the "Board") has set
May 18, 2022 as the record date for
determining the Shareholders entitled to receive notice and vote at
the Meeting. The Meeting will be held at 1:30 p.m. (Pacific time) at the offices of DLA
Piper (Canada) LLP, Suite 2800,
Park Place 666 Burrard St,
Vancouver, British Columbia. The
deadline for returning proxies for the Meeting is Monday June 20, 2022 at 1:30 p.m (Pacific
Time).
The Transaction
As previously announced, the Company, Ryan Selby and Ryan Karkairan (together,
the "Owners"), and ALCS entered into an asset
purchase agreement dated May 13, 2022
(the "Asset Purchase Agreement"), 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 "Royalties
Agreement"), for a total purchase price of US$100.5 million ("Purchase Price"),
subject to certain adjustments and holdbacks
(the "Transaction"). 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
"Distribution") equal to approximately CDN$0.40 per subordinate voting share of the
Company ("SVS") and CDN$400
per multiple voting share of the Company ("MVS"),
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 "Special Committee"). 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.
Matters to Be Considered at the
Meeting
At the Meeting, Shareholders will be asked to consider, and if
deemed advisable, to pass, with or without variation, special
resolutions approving the following:
- the sale of all or substantially all of the undertaking of the
Company in accordance with the Business Corporations Act
(British Columbia) pursuant to the
Transaction, as contemplated by the Asset Purchase Agreement;
- the alteration of the Company's Articles to vary the special
rights and restrictions with respect to participation in returns
of capital and dividends attached to the SVS to facilitate matters
in connection with the Distribution (the "SVS
Amendment");
- the reduction in the capital of the SVS to facilitate the
distribution of a portion of the net proceeds received by the
Company from the Transaction as a return of capital in connection
with the Distribution (the "SVS Capital Reduction");
- the alteration of the Company's Articles to vary the special
rights and restrictions with respect to participation in returns
of capital and dividends attached to the MVS to facilitate matters
in connection with the Distribution (the "MVS Amendment");
and
- the reduction in the capital of the MVS to facilitate the
distribution of a portion of the net proceeds received by the
Company from the Transaction as a return of capital in connection
with the Distribution (the "MVS Capital Reduction").
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.
Your vote is important. Whether or not you plan to attend the
Meeting, we encourage you to vote promptly.
Additional Information
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.
All Shareholders are urged to read the Circular as it contains
important information.
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.
ABOUT PODA HOLDINGS
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.
FORWARD-LOOKING STATEMENTS
This news release contains "forward-looking information"
which may include, but is not limited to, information with respect
to the activities, events or developments that the Company expects
or anticipates will or may occur in the future. Such
forward-looking information is often, but not always, identified by
the use of words and phrases such as "plans," "expects," "is
expected," "budget," "scheduled," "estimates," "forecasts,"
"intends," "anticipates," or "believes" 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 forward-looking
information includes, among other things, information regarding:
the anticipated timing of the Meeting, the Company's ability to
obtain shareholder approval at the Meeting, the Company's
expectations regarding its ability to complete, and the anticipated
results of, the Transaction, the anticipated distribution of
CDN$0.40 per share, and the parties'
ability to satisfy closing conditions and receive necessary
approvals. Various assumptions or factors are typically applied in
drawing conclusions or making the forecasts or projections set out
in forward-looking information. Those assumptions and factors are
based on information currently available to the Company. Although
such statements are based on assumptions management considers
reasonable, there can be no assurance: (i) that the Transaction
will be completed; (ii) if the Transaction is completed, that it
will be completed on the terms described above; (iii) that the
proposed cash distribution will be made; or (iv) if the proposed
cash distribution is made, as to the amount or terms of such
distribution. .
Forward-looking information contained in this news release is
based on certain factors and assumptions regarding, among other
things, the receipt of all necessary governmental and Shareholder
approvals and satisfaction of other conditions to the completion
of the Transaction and other similar matters. While the Company
considers these assumptions to be reasonable based on information
currently available to it, they may prove to be incorrect. Forward
looking information involves known and unknown risks, uncertainties
and other risk factors which may cause the actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking information. Such risks include risks that the
Transaction does not close on the anticipated timeline, or at all,
risks related to increased competition and current global financial
conditions, access and supply risks, reliance on key personnel,
operational risks, regulatory risks, financing, capitalization and
liquidity risks, and risks relating to the potential failure to
receive all requisite shareholder and regulatory approvals.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking information. The Company undertakes no obligation,
except as otherwise required by law, to update these
forward-looking statements if management's beliefs, estimates or
opinions, or other factors change.
The Transaction cannot close until the required Shareholder
and governmental approvals are obtained. There can be
no assurance that the Transaction will be completed as proposed or
at all. The Transaction could be modified, restructured or
terminated. Investors are cautioned that, except as disclosed in
the Circular and in the Asset Purchase Agreement itself, copies of
each of which are or will be filed under the Company's profile at
www.sedar.com, any information released or received with respect to
the Transaction may not be accurate or complete and should not be
relied upon.
The Canadian Securities Exchange has not reviewed and does
not accept responsibility for the adequacy or accuracy of the
content of this news release.
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SOURCE Poda Holdings, Inc.