13:46:00 EDT Tue 23 Apr 2024
Enter Symbol
or Name
USA
CA



Saratoga Electronic Solutions Inc
Symbol SAR
Shares Issued 18,461,300
Close 2014-09-11 C$ 0.03
Market Cap C$ 553,839
Recent Sedar Documents

Saratoga signs definitive deal for Abba Medix RTO

2015-02-24 16:36 ET - News Release

Mr. Georges Durst reports

SARATOGA ELECTRONIC SOLUTIONS INC. EXECUTES SHARE EXCHANGE AGREEMENT FOR REVERSE TAKE-OVER WITH ABBA MEDIX CORP.

Saratoga Electronic Solutions Inc. has executed the definitive share exchange agreement with Abba Medix Corp. and its shareholders, pursuant to which Saratoga will acquire all of the issued and outstanding shares of Abba Medix in exchange for shares of Saratoga.

Pursuant to the transaction, the Abba Medix shareholders will receive 32 common shares of Saratoga for each of the 1,336,877 Class A common shares of Abba Medix currently issued and outstanding. Upon closing of the transaction, Saratoga will issue, from treasury, a total of 42,780,064 Saratoga shares to the Abba Medix shareholders. Following such issuance, there will be a total of 61,241,364 Saratoga shares issued and outstanding. Based on the foregoing, following completion of the transaction, the current holders of Saratoga shares will hold approximately 30.15 per cent of the outstanding Saratoga shares and the Abba Medix shareholders will hold approximately 69.85 per cent of the outstanding Saratoga shares.

Contemporaneous with the closing of the transaction, the founding shareholders of Abba Medix shall enter into an escrow agreement, pursuant to which they will be restricted from selling the 32 million Saratoga shares held by them for the first three years following the closing of the transaction, with 25 per cent of their shares being released from escrow on each of the third and fourth anniversaries of the closing of the transaction, and the remaining 50 per cent of their shares being released on the fifth anniversary.

In addition, upon closing of the transaction, Belair Capital Markets, which has acted as financial adviser to Abba Medix, will receive options entitling it to acquire 5,511,723 Saratoga shares at any time during the 12-month period following closing at a price of 25 cents per share.

Completion of the transaction is subject to regulatory approval and standard closing conditions. In addition, closing of the transaction is conditional upon the Saratoga shares being delisted from the NEX board of the TSX Venture Exchange. Saratoga and Abba Medix have received conditional listing approval to have the Saratoga shares listed on the Canadian Securities Exchange, further to a listing application filed with the CSE. Provided that all of the conditions set forth in the conditional listing approval letter of the CSE are satisfied, it is anticipated that the Saratoga shares will commence trading on the CSE upon the closing of the transaction. As the transaction will only be completed following the delisting of the Saratoga shares from the NEX board of the TSX-V, the TSX-V will not be reviewing the terms and conditions of the transaction or any materials that may be delivered to shareholders in connection therewith.

Saratoga has been advised by the TSX-V that no shareholder approval will be required in connection with: (i) the delisting of the shares of Saratoga from the TSX-V, or (ii) the completion of the transaction following the delisting of the Saratoga shares. The CSE has advised that shareholder approval in respect of the transaction will be required for the purpose of listing the Saratoga shares on the CSE and that such approval may be obtained through a written instrument of shareholders holding at least 50 per cent of the outstanding Saratoga shares without the requirement of any general dissemination of information to shareholders beyond the normal press release obligations applicable to Saratoga and the filing of a copy of the CSE listing statement on SEDAR concurrent with its filing with the CSE. Shareholders of Saratoga holding more than 60 per cent of the Saratoga shares are expected to indicate in writing to the CSE that they approve the transaction.

Trading of the Saratoga shares has been halted since Sept. 12, 2014, and the transaction is expected to close in fewer than 21 days following the issuance of this news release. Given that the completion of the transaction does not require shareholder approval other than as described in this news release, it is in the best interest of Saratoga and its shareholders to complete the transaction as expeditiously as possible in order to have the Saratoga shares listed and trading on the CSE. Accordingly, Saratoga believes that such shorter period is reasonable and necessary under the circumstances.

Following completion of the transaction, it is expected that the board of directors of Saratoga will comprise five directors as follows:

  • Two directors nominated by Saratoga, being Georges A. Durst and one other individual to be named at a later date;
  • Three directors nominated by the founding Abba Medix shareholders, being Ray Rasouli, Paul Cancilla and Nick Migliore.

Upon completion of the transaction, Don Seal and Martin Fontaine will resign from the board of directors of Saratoga, and the vacancies created by such resignations and by Alfredo Perez's resignation on Aug. 11, 2014, will be filled by the Abba Medix representatives. The parties will undertake to nominate the Abba Medix representatives and the Saratoga representatives for election to the board of directors of Saratoga at its subsequent shareholder meetings at which directors are elected.

About Abba Medix

Abba Medix is an Ontario corporation established in 2013 to capitalize on the dramatically changing rules governing medical marijuana production in Canada. On April 1, 2014, Health Canada eliminated the ability of the approximately 37,000 Canadians currently licensed to possess marijuana for medicinal use to grow their own marijuana or have it grown on their behalf. From this point forward, these users must purchase medical marijuana from commercial suppliers licensed by Health Canada.

Abba Medix filed an application with Health Canada in November, 2013, to obtain a licence to produce and distribute marijuana under the federal Marihuana for Medical Purposes Regulations. Abba Medix has secured a 45,000-square-foot facility to support its production plan and has invested over $1-million in the first phase of the plan, which includes 15,000 square feet of production space. Abba Medix will continue to build out the facility as production demand increases.

While there can be no guarantee as to the successful outcome of Abba Medix's application for the licence or as to the time frame within which such application will be processed by Health Canada, it is Abba Medix's goal to create one of the most technologically advanced and secure facilities in Canada in compliance with applicable rules and regulations.

Since the announcement of the transaction, Abba Medix has raised a total of $2,526,400 pursuant to private placements of its securities.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.