Toronto, Ontario–(Newsfile Corp. – August 9, 2018) – Commerce Acquisition Corp. (TSXV: CAQ.P) (“Commerce” or the “Company“), a capital pool company, is pleased to announce that it has entered into a non-binding letter of intent (the “LOI“) dated August 9, 2018 with Mimi’s Rock, Inc. (“MR“) which outlines the general terms and conditions of a proposed transaction (the “Proposed Transaction“) that will result in Commerce acquiring all of the issued and outstanding shares of MR (the “MR Shares“) in exchange for shares of Commerce (each, a “Commerce Share“). In addition, each convertible, exchangeable, or exercisable security of MR shall be exchanged for a convertible exchangeable, or exercisable security, as applicable, of Commerce on substantially the same economic terms and conditions as the original convertible, exchangeable or exercisable security of MR. The Proposed Transaction is currently expected to be completed by way of a three-cornered amalgamation or share exchange between Commerce and MR or other similar transaction which will result in MR becoming a wholly-owned subsidiary of Commerce.
The LOI is to be superseded by a definitive agreement (the “Definitive Agreement“) between Commerce and MR with such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature. The Proposed Transaction is subject to, among other things, receipt of the requisite shareholder approval of MR, final approval of the TSX Venture Exchange (the “Exchange“) and standard closing conditions, including the conditions described below. The parties have agreed that during the period from signing the LOI through to execution of the Definitive Agreement, each of Commerce and MR will continue their respective operations in the ordinary course and will not solicit or accept alternative offers (subject to fiduciary duties).
The Proposed Transaction will constitute the Company’s qualifying transaction (the “Qualifying Transaction“) pursuant to Policy 2.4 — Capital Pool Companies (the “Policy“) of the Exchange.
The Proposed Transaction is not a Non Arm’s Length Qualifying Transaction pursuant to Section 2.1 of the Policy and, as such, the Company is not required to obtain shareholder approval for the Proposed Transaction. However, the Company intends to hold its annual and special meeting of shareholders to approve certain matters ancillary to the Proposed Transaction, including a name change, change in the board of directors and a consolidation of the Commerce Shares on a 4 for 1 basis (the “Consolidation“), effective upon closing of the Proposed Transaction (“Closing“), as well as standard annual meeting business. The Company currently intends to call the annual and special meeting as soon as practicable.
Upon completion of the Proposed Transaction, Commerce will continue on with the business of MR with MR as its wholly-owned, operating subsidiary (the Company after the Proposed Transaction being referred to herein as the “Resulting Issuer“).
The Proposed Transaction
It is currently anticipated that the Proposed Transaction will be effected by way of amalgamation or share exchange whereby Commerce will acquire all of the issued and outstanding MR Shares such that, each shareholder of MR (each, an “MR Shareholder“) will receive 1.5 Commerce Shares (on a post-Consolidation basis) (the “Exchange Ratio“) issued at a deemed issue price of $1.00 in exchange for each MR Share held by such holder. The board of directors of each of the companies has agreed to relative pre-money valuations of each of Commerce and MR of $1.5 million and approximately $54 million respectively. The number of Commerce Shares (on a post-Consolidation basis) to be issued by Commerce to acquire MR will be approximately 46,294,380 Commerce Shares. Following completion of the Proposed Transaction, the approximate total issued and outstanding number of Commerce Shares will be 47,856,500 with MR Shareholders holding approximately 97% of such shares and Commerce shareholders holding approximately 3%.
It is currently anticipated that all of the current officers and directors of Commerce will resign from their respective positions with Commerce. It is currently anticipated that the insiders of the Resulting Issuer will include: David Kohler, as a director and Chief Executive Officer, Telfer Hanson, as a director and Executive Chairman, Florian Ihde as Chief Financial Officer, and the following directors: Norman Betts and David Grandin.
As a result of the Proposed Transaction, MR will become a wholly-owned subsidiary of Commerce and Commerce will continue on with the business of MR. Upon Closing, it is anticipated that the name of the Resulting Issuer will be changed to “Mimi’s Rock Corp.” or such other name as may be acceptable to MR and the Exchange.
All Commerce Shares issued pursuant to the Proposed Transaction, except those certain Commerce Shares issued to U.S. persons who are affiliates (as defined in Rule 144(a)(1) under the United States Securities Act of 1933, as amended (the “U.S. Securities Act“)) of MR at the time the Proposed Transaction is submitted for vote or consent by the shareholders of MR, will be freely tradable under applicable securities legislation but may be subject to Exchange imposed restrictions on resale.
Certain of the Commerce Shares to be issued to the MR Shareholders pursuant to the Proposed Transaction, including up to 100% of the securities to be issued to “Principals” (as defined under applicable laws), may also be subject to escrow provisions imposed pursuant to the policies of the Exchange.
None of the securities to be issued pursuant to the Amalgamation have been or will be registered under the U.S. Securities Act, or any state securities laws, and any securities issued pursuant to the Amalgamation are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Conditions to Proposed Transaction
Prior to completion of the Proposed Transaction (and as conditions of closing), among other things:
- Commerce shall, with appropriate shareholder approval, complete the Consolidation;
- Commerce shall, with appropriate shareholder approval, change its name to “Mimi’s Rock Corp.,” or a name substantially similar to such name or another name as agreed to by MR and Commerce and acceptable to the Exchange, each acting reasonably;
- completion of satisfactory due diligence investigations by each of MR and Commerce;
- approval of the Proposed Transaction by the board of directors of each of MR and Commerce;
- approval of the Proposed Transaction by MR shareholders, if required; and
- receipt of all required consents, waiver and approvals from the Exchange, any securities regulatory authority and any other third party having jurisdiction, including approval from the Exchange for the Proposed Transaction as its Qualifying Transaction and the listing of the Resulting Issuer Shares on the Exchange.
Sponsorship of a qualifying transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The parties will be seeking a waiver of any requirement for a Sponsor, but in the event a waiver is not available, will seek a sponsorship relationship for this transaction with an Exchange member firm, and will update the markets accordingly.
MR was incorporated under the Business Corporations Act (Ontario) on October 6, 2017. MR is a widely-held private corporation and no single shareholder holds greater than 20% equity of the company. Telfer Hanson and David Kohler, both of Toronto, Ontario currently exercise control over 16.2% and 17% of the MR Shares on a converted basis, respectively, and will control approximately 15.7% and 16.46% of the Resulting Issuer common shares following completion of the Proposed Transaction.
MR owns the Dr. Tobias brand of vitamins and nutritional supplements. Dr. Tobias’ portfolio of products includes over 40 branded products in the vitamin, health supplement and wellness categories and are sold in the United States through Amazon.com. The top products sold under the Dr. Tobias brand include: Fish Oil 180s, 14 Day Cleanse, Probiotics Deep Immune, and Multivitamin & Mineral. MR has unaudited financial information reflecting gross revenue for the year ended December 31, 2017 of US$23.178 million, EBIT of US$5.578 million, assets of US$6.71 million and liabilities of US$2.09 (EU to USD exchange rate of 1.20 at December 31, 2017).
MR acquired the Dr. Tobias brand of vitamins and nutritional supplements from Dr. Tobias Ihde on July 13, 2018 by way of a share purchase transaction whereby a wholly-owned subsidiary of MR acquired from Dr. Tobias Ihde all of the issued and outstanding shares of DTI GmbH, the operating entity through which the Dr. Tobias brand of products are sold. The financial information relating to MR disclosed herein is derived from the financial statements of DTI GmbH.
Proposed Management of the Resulting Issuer
Subject to Exchange approval, on completion of the Proposed Transaction, it is currently anticipated that the board of directors of the Resulting Issuer will consist of four directors including: David Kohler, Telfer Hanson, Norman Betts, and David Grandin. David Kohler will serve as CEO of the Resulting Issuer and Telfer Hanson will serve as Executive Chairman. Biographies of the proposed directors and officers of the Resulting Issuer are set out below.
David Kohler — Director, Chief Executive Officer
Mr. Kohler has significant experience in the OTC consumer health business through his 22 years of industry experience. Most recently Mr. Kohler was General Manager of the consumer products division of Apotex Inc., a multinational generic pharmaceutical company. Mr. Kohler has a Bachelor’s degree from Wilfrid Laurier University and an MBA from Queen’s University.
Telfer Hanson — Director, Executive Chairman
Mr. Hanson is an experienced capital markets professional having served 22 years in senior investment banking positions, including covering healthcare and medical technology companies. Most recently, Mr. Hanson was responsible for the sale of Medic Holdings Corp. to Agility Health Inc., a public healthcare services company. Prior to that Mr. Hanson held senior investment banking positions at several independent brokerage firms.
Florian Ihde — Chief Financial Officer
Mr. Ihde has 12 years of experience in corporate finance, accounting and financial risk assessment and management having served as a senior consultant for major German banks. For the last 3 years, Mr. Ihde has been responsible for the financial matters in DTI GmbH, a subsidiary of Mimi’s Rock Inc. Mr. Ihde has a degree in business engineering from Hamburg-Harburg University and a MA in Finance and Banking from Allensbach University Konstanz.
Norman Betts — Director
Mr. Betts has extensive experience in financing, accounting and audit in the public sector having served on the board of several public companies. Mr. Betts served as the Minister of Finance in New Brunswick from 1999 to 2001 and as and Minister of Business in New Brunswick from 2001 to 2003. He currently sits on the boards of New Brunswick Power Corp. and Bank of Canada. Mr. Betts has a Bachelor of Business Administration degree from the University of New Brunswick and a PhD in Accounting and Finance from Queen’s University.
David Grandin — Director
Mr. Grandin has over 20 years of experience starting companies and building teams in the high tech sector. He combines a strong entrepreneurial skill set with an extensive background in software and integrated system development, digital media solutions and sports-related technology. Mr. Grandin has a Bachelor’s of Science in Electrical Engineering and Computer Science from the University of Wisconsin and an MBA in High Technology from Northeastern University.
For further information contact:
Chief Executive Officer and Director
Commerce Acquisition Corp.
Telephone: (416) 574-4818
All information contained in this news release with respect to Commerce and MR was supplied by the parties, respectively, for inclusion herein, and Commerce and its directors and officers have relied on MR for any information concerning such party.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of the Company, MR, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, MR, and the Resulting Issuer are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s, MR, and the Resulting Issuer expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company, MR, and the Resulting Issuer with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, MR, and the Resulting Issuer. As a result, the Company, MR, and the Resulting Issuer cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company, MR, and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES