UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): July 27, 2017
(July 24, 2017)
Origo
Acquisition Corporation
(Exact
name of registrant as specified in its charter)
|
Cayman
Islands |
001-36757 |
20-3061907 |
| (State
or Other Jurisdiction |
(Commission
File |
(IRS
Employer |
| of
Incorporation) |
Number) |
Identification
Number) |
708
Third Avenue
New
York, New York 10017
(Address
of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code: (212)
634-4512
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934
(§240.12b-2 of this chapter).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
☐
ADDITIONAL INFORMATION ABOUT THE MERGER AND
DISCLAIMER
COMMENCING
SHORTLY AFTER THE FILING OF THIS CURRENT REPORT ON FORM 8-K, ORIGO
ACQUISITION CORPORATION (“ ORIGO ”) INTENDS TO HOLD
PRESENTATIONS FOR CERTAIN OF ITS SHAREHOLDERS, AS WELL AS OTHER
PERSONS WHO MIGHT BE INTERESTED IN PURCHASING ORIGO’S SECURITIES,
IN CONNECTION WITH THE PROPOSED BUSINESS COMBINATION TRANSACTION
WITH HIGHTIMES HOLDING CORP. (“ HTH ”), AS DESCRIBED IN THIS
REPORT.
SHAREHOLDERS
OF ORIGO AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, WHEN
AVAILABLE, ORIGO’S PRELIMINARY PROXY STATEMENT AND DEFINITIVE PROXY
STATEMENT TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
(THE “ SEC ”), IN CONNECTION WITH ORIGO’S SOLICITATION OF
PROXIES FOR THE EXTRAORDINARY GENERAL MEETING (THE “EXTRAORDINARY
GENERAL MEETING”) BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT
INFORMATION. SUCH PERSONS CAN ALSO READ ORIGO’S ANNUAL REPORT ON
FORM 10-K FOR THE FISCAL YEAR ENDED NOVEMBER 30, 2016, AND
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MAY
31, 2017, AND ORIGO’S PROXY STATEMENT ON SCHEDULE 14A, FILED WITH
THE SEC ON FEBRUARY 27, 2017, FOR A DESCRIPTION OF THE SECURITY
HOLDINGS OF ORIGO’S OFFICERS AND DIRECTORS AND THEIR RESPECTIVE
INTERESTS AS SECURITY HOLDERS IN THE SUCCESSFUL CONSUMMATION OF THE
TRANSACTIONS DESCRIBED HEREIN. ORIGO’S DEFINITIVE PROXY STATEMENT
WILL BE DELIVERED TO SHAREHOLDERS OF ORIGO AS OF A RECORD DATE TO
BE ESTABLISHED FOR VOTING ON THE TRANSACTIONS DESCRIBED IN THIS
REPORT. SHAREHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF SUCH
DOCUMENTS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: ORIGO
ACQUISITION CORPORATION, 708 THIRD AVENUE, NEW YORK, NEW YORK
10017. THESE DOCUMENTS, ONCE AVAILABLE, AND ORIGO’S ANNUAL AND
OTHER REPORTS AND PROXY STATEMENTS FILED WITH THE SEC CAN ALSO BE
OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE
COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).
THE
PROPOSED MERGER WILL BE SUBMITTED TO SHAREHOLDERS OF ORIGO FOR
THEIR CONSIDERATION. ORIGO INTENDS TO FILE RELEVANT
MATERIALS WITH THE SEC, INCLUDING A REGISTRATION STATEMENT ON FORM
S-4 FOR ORIGO THAT WILL INCLUDE A PROXY STATEMENT IN CONNECTION
WITH THE EXTRAORDINARY GENERAL MEETING, AND ORIGO WILL MAIL THE
RELEVANT DOCUMENTS TO ITS SHAREHOLDERS AS OF THE RECORD DATE
ESTABLISHED FOR VOTING ON MATTERS TO BE CONSIDERED AT THE
EXTRAORDINARY GENERAL MEETING. ORIGO”S SHAREHOLDERS AND OTHER
INTERESTED PERSONS ARE ADVISED TO READ, ONCE AVAILABLE, THE
REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT AND ANY
AMENDMENTS THERETO AND, ONCE AVAILABLE, THE DEFINITIVE PROXY
STATEMENT, IN CONNECTION WITH ORIGO’S SOLICITATION OF PROXIES FOR
THE EXTRAORDINARY GENERAL MEETING BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT ORIGO, HTH, THE MERGER AND
CERTAIN OTHER MATTERS CONTEMPLATED BY THE MERGER AGREEMENT,
INCLUDING THE REDOMESTICATION OF ORIGO FROM THE CAYMAN ISLANDS TO
NEVADA. SHAREHOLDERS MAY ALSO OBTAIN A COPY OF THE PROXY STATEMENT,
ONCE AVAILABLE, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC THAT
WILL BE INCORPORATED BY REFERENCE IN THE PROXY STATEMENT, WITHOUT
CHARGE, AT THE SEC’S WEBSITE LOCATED AT WWW.SEC.GOV, OR BY
DIRECTING A REQUEST TO ORIGO ACQUISITION CORPORATION, 708 THIRD
AVENUE, NEW YORK, NEW YORK 10017. THIS REPORT DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY
SECURITIES, OR A SOLICITATION OF ANY VOTE OR APPROVAL, NOR SHALL
THERE BE ANY SALE OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH
JURISDICTION.
PARTICIPANTS IN THE SOLICITATION
ORIGO,
HTH AND THEIR RESPECTIVE DIRECTORS AND EXECUTIVE OFFICERS MAY BE
DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE
SHAREHOLDERS OF ORIGO IN CONNECTION WITH THE MERGER. ADDITIONAL
INFORMATION REGARDING THE INTERESTS OF SUCH POTENTIAL PARTICIPANTS
WILL ALSO BE INCLUDED IN THE REGISTRATION STATEMENT ON FORM S-4
(AND WILL BE INCLUDED IN THE RELATED DEFINITIVE PROXY
STATEMENT/PROSPECTUS) AND OTHER RELEVANT DOCUMENTS WHEN THEY ARE
FILED WITH THE SEC.
CAUTIONARY NOTE REGARDING FORWARD LOOKING
STATEMENTS
THIS
REPORT INCLUDES “FORWARD-LOOKING STATEMENTS” WITHIN THE MEANING OF
THE UNITED STATES PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
THAT MAY NOT BE BASED ON HISTORICAL FACT, BUT INSTEAD RELATE TO
FUTURE EVENTS, INCLUDING WITHOUT LIMITATION STATEMENTS CONTAINING
THE WORDS “BELIEVE”, “MAY”, “PLAN”, “WILL”, “ESTIMATE”, “CONTINUE”,
“ANTICIPATE”, “INTEND”, “EXPECT” AND SIMILAR EXPRESSIONS. ALL
STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT INCLUDED IN
THIS RELEASE ARE FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS
REGARDING: THE ABILITY OF ORIGO AND HTH TO CONSUMMATE THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT; THE ANTICIPATED
BENEFITS OF THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT,
INCLUDING THE MERGER; AND STATEMENTS REGARDING THE OPERATION OF
EACH OF ORIGO’S AND HTH’S BUSINESSES.
SUCH
FORWARD-LOOKING STATEMENTS ARE BASED ON A NUMBER OF ASSUMPTIONS,
INCLUDING ASSUMPTIONS REGARDING THE ABILITY OF THE PARTIES TO
SATISFY, IN A TIMELY MANNER, THE CONDITIONS CONTAINED IN THE MERGER
AGREEMENT; THE RECEIPT OF ANY NECESSARY REGULATORY APPROVALS;
GENERAL ECONOMIC CONDITIONS; THAT THE PARTIES’ RESPECTIVE
BUSINESSES ARE ABLE TO OPERATE AS ANTICIPATED WITHOUT
INTERRUPTIONS; COMPETITIVE CONDITIONS; AND CHANGES IN LAWS, RULES
AND REGULATIONS APPLICABLE TO ORIGO AND HTH. ALTHOUGH MANAGEMENT OF
ORIGO AND HTH BELIEVE THAT THE ASSUMPTIONS MADE AND EXPECTATIONS
REPRESENTED BY SUCH STATEMENTS ARE REASONABLE, THERE CAN BE NO
ASSURANCE THAT A FORWARD-LOOKING STATEMENT CONTAINED HEREIN WILL
PROVE TO BE ACCURATE. ACTUAL RESULTS AND DEVELOPMENTS MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN AND EVEN IF SUCH ACTUAL RESULTS AND
DEVELOPMENTS ARE REALIZED OR SUBSTANTIALLY REALIZED, THERE CAN BE
NO ASSURANCE THAT THEY WILL HAVE THE EXPECTED CONSEQUENCES OR
EFFECTS. FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM CURRENT EXPECTATIONS INCLUDE: NON-COMPLETION OF THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT, INCLUDING DUE TO
THE PARTIES FAILING TO RECEIVE THE NECESSARY SHAREHOLDER, STOCK
EXCHANGE AND REGULATORY APPROVALS OR THE INABILITY OF THE PARTIES
TO SATISFY IN A TIMELY MANNER AND ON SATISFACTORY TERMS THE
NECESSARY CONDITIONS; THE FAILURE TO MEET THE LISTING STANDARDS OF
A NATIONAL SECURITIES EXCHANGE FOLLOWING THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT; THE FAILURE OF
HTH TO SUCCESSFULLY DEVELOP OR COMMERCIALIZE PRODUCTS OR SERVICES;
THE NATURE OF HTH’S BUSINESS IN THE REGULATED CANNABIS INDUSTRY,
AND THE EFFECTS OF ENFORCEMENT OF FEDERAL AND STATE LAWS RELATING
TO CANNABIS; ADVERSE CHANGES IN GENERAL ECONOMIC CONDITIONS OR
APPLICABLE LAWS, RULES AND REGULATIONS; AND OTHER FACTORS DETAILED
FROM TIME TO TIME IN ORIGO’S PERIODIC DISCLOSURE. ALL
FORWARD-LOOKING STATEMENTS AND INFORMATION MADE HEREIN ARE BASED ON
THE PARTIES’ CURRENT EXPECTATIONS AND NEITHER PARTY UNDERTAKES AN
OBLIGATION TO REVISE OR UPDATE SUCH FORWARD LOOKING STATEMENTS AND
INFORMATION TO REFLECT SUBSEQUENT EVENTS OR CIRCUMSTANCES, EXCEPT
AS REQUIRED BY LAW.
NO OFFER OR SOLICITATION OF SECURITIES
THIS
REPORT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES, NOR SHALL THERE BE ANY SALE OF
SECURITIES IN ANY JURISDICTION IN WHICH THE OFFER, SOLICITATION OR
SALE WOULD BE UNLAWFUL PRIOR TO THE REGISTRATION OR QUALIFICATION
UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
Item
1.01 Entry Into A Material Definitive Agreement.
Merger Agreement
This
section describes the material provisions of the Merger Agreement
(as defined below) but does not purport to describe all of the
terms thereof. The following summary is qualified in its
entirety by reference to the complete text of the Merger Agreement,
a copy of which is attached hereto as Exhibit 2.1. Origo’s
shareholders, warrant holders and other interested parties are
urged to read such agreement in its entirety. Unless
otherwise defined herein, the capitalized terms used below are
defined in the Merger Agreement.
General Description of the Merger Agreement and Merger
Consideration
On
July 24, 2017, Origo Acquisition Corporation, a Cayman Islands
company (including the Successor (as defined below), “ Origo
”), entered into a Merger Agreement (the “ Merger Agreement
”) with Hightimes Holding Corp., a Delaware corporation (“
HTH ”), HTHC Merger Sub, Inc., a Delaware corporation and a
newly-formed wholly - owned subsidiary of Origo (“ Merger
Sub ”), and Jose Aldeanueva, in the capacity as the
representative for the shareholders of Origo (other than HTH
stockholders) (the “ Origo Representative ”).
Pursuant
to the Merger Agreement, subject to the terms and conditions set
forth therein, at the closing of the transactions contemplated by
the Merger Agreement (the “ Closing ”), Merger Sub will
merge with and into HTH, with HTH continuing as the surviving
entity (the “ Merger ”) and all holders of HTH equity
securities and warrants, options and rights to acquire or
securities that convert into HTH equity securities (collectively, “
HTH Securities ”) will convert into Origo common shares and,
with respect to options, options to acquire Origo common shares.
More specifically at the effective time of the Merger (the “
Effective Time ”):
|
● |
All
holders of HTH Securities (excluding HTH options, as described
below) shall be entitled to receive in the Merger an aggregate of
Twenty-Three Million Four Hundred Seventy-Four Thousand One Hundred
Seventy Eight (23,474,178) common shares of Origo (the “ Merger
Consideration ”), which is equal to Two Hundred Fifty Million
Dollars ($250,000,000) divided by the agreed upon value of the
Origo common shares to be issued as Merger Consideration of $10.65
per share. |
|
● |
Each
holder of capital stock of HTH shall receive for each share of
capital stock of HTH its pro rata share of the Merger
Consideration, treating any outstanding shares of HTH’s preferred
stock on an as-converted to Class A common stock basis (and after
deducting from the Merger Consideration payable to such holders of
capital stock, the Origo common shares issuable to the holders of
HTH’s 8% senior secured convertible promissory notes in an initial
aggregate principal amount of $30 million (“ HTH Purchase
Notes ”), as described below). |
|
● |
Any
warrants and other rights to acquire equity securities of HTH, and
all other securities that are convertible into or exchangeable for
equity securities of HTH, (A) if exercised or converted prior to
the Effective Time, shall have the resulting shares of capital
stock of HTH issued upon such exercise treated as outstanding
shares of capital stock of HTH, and (B) if not exercised or
converted prior to the Effective Time will be terminated and
extinguished at the Effective Time (except for the HTH Purchase
Notes, which shall be converted as described below, and the
outstanding HTH options, which shall be assumed by Origo as
described below). |
|
● |
The
HTH Purchase Notes that are outstanding as of the Closing shall
automatically be converted in a number of Origo common shares
calculated by dividing the outstanding principal and interest of
all such HTH Purchase Notes and dividing such amount by the closing
price of Origo’s common shares on the date of the
Closing. |
|
● |
All
outstanding HTH options will be assumed by Origo and be converted
into an option to purchase Origo common shares (each, an “ Origo
Assumed Option ”) under the New Equity Incentive Plan (as
defined below) to be adopted by Origo in connection with the
Closing, keeping the same vesting schedule, but with the number of
shares and price per share being equitably adjusted. Origo Assumed
Options shall be in addition to the Merger Consideration and will
dilute all holders of Origo securities. |
The
Merger Agreement also provides that, immediately prior to the
Effective Time, Origo will reincorporate under the laws of the
State of Nevada, whether by reincorporation, statutory conversion
or otherwise (the “ Conversion ” and, the
successor-in-interest of Origo after the Conversion is referred to
as the “ Successor “).
Representations and Warranties
The
Merger Agreement contains customary representations and warranties
by each of Origo, HTH and Merger Sub relating to, among other
matters, (1) due organization and good standing, (2) authorization
and binding agreement, (3) governmental approvals, (4)
non-contravention, (5) capitalization, (6) financial statements,
(7) absence of certain changes, (8) compliance with laws, (9)
actions, orders and permits, (10) taxes, (11) employees and
employee benefit plans, (12) intellectual property, (13) real and
personal property, (14) material contracts, (15) transactions with
affiliates, (16) the Investment Company Act, (17) finders and
brokers and (18) with respect to Origo only, SEC filings and the
trust account. HTH also made representations and warranties
regarding (1) subsidiaries, (2) litigation, (3) Cannabis Cup
events, (4) environmental matters, (5) title to and sufficiency of
assets, (6) insurance, (7) top advertisers and suppliers, (8)
disclosure, and (9) information supplied. Certain of the
representations and warranties are qualified by the representing
party’s knowledge and/or by materiality or material adverse effect.
The representations and warranties made by the parties do not
survive the Closing.
Covenants of the Parties
Each
party agreed in the Merger Agreement to use their commercially
reasonable efforts to effect the Closing. The Merger Agreement also contains
certain customary covenants by each of the parties during the
period between the signing of the Merger Agreement and the earlier
of the Closing or the termination of the Merger Agreement in
accordance with its terms (the “ Interim Period ”),
including covenants regarding (1) the provision of access to their
properties, books and personnel, (2) confidentiality, (3) the
operation of their respective businesses in the ordinary course of
business, (4) Origo public filings and HTH’s interim financial
statements, (5) notifications of certain breaches, consent
requirements or other matters, (6) efforts to consummate the
Closing and obtain third party and regulatory approvals, (7) target
company business plan and further assurances, (8) registration
statements and Origo shareholder approval matters, (9) public
announcements, (10) acceptable securities exchange, (11) use of
trust proceeds after the Closing, and (12) supplemental disclosure
schedules.
Each of HTH and Origo also agreed not to solicit or enter into any
alternative competing transactions during the Interim Period,
although HTH has the right during such period to conduct a
crowdfunding offering of up to a total of $2 million in the
aggregate (and not more than $25,000 per investor), subject to
certain additional limitations, as well as to make certain filings
and take certain actions (but not close without Origo’s consent)
with respect to a potential Regulation A + offering of up to $10
million.
Origo
also agreed to prepare, with the assistance of HTH, and use its
commercially reasonable efforts to file with the Securities and
Exchange Commission (the “ SEC ”) a registration statement
on Form S-4 (as amended, the “ Registration Statement ”) in
connection with the registration under the Securities Act of 1933,
as amended (the Securities Act ”) of (i) the issuance in the
Conversion of securities of the Successor to the holders of the
Origo shares, and (ii) the issuance of Merger Consideration to the
holders of HTH Securities, and containing a proxy
statement/prospectus for the purpose of soliciting proxies from the
shareholders of Origo for the matters to be acted on at the
extraordinary general meeting of the shareholders of Origo (the “
Extraordinary General Meeting ”) and providing such holders
an opportunity in accordance with Origo’s organizational documents
to have their shares of Origo redeemed in conjunction with the
shareholder vote on the matters to be considered at the
Extraordinary General Meeting. The matters to be acted upon at the
Extraordinary General Meeting (the “ Shareholder Approval
Matters ”) include (i) the Merger Agreement, the Merger and the
other transactions contemplated by the Merger Agreement, (ii) the
Conversion, (iii) the New Equity Incentive Plan, and (iv) such
other matters as HTH and Origo shall mutually determine to be
necessary or appropriate to effect the Merger and the other
transactions contemplated by the Merger Agreement. Pursuant to the
Merger Agreement, Origo is also permitted to call an extraordinary
general meeting of Origo’s shareholders to extend the deadline for
Origo to consummate its initial business combination from September
12, 2017 to the December 12, 2017 (the “ Extension ”), offer
to redeem its public shareholders in connection with such Extension
and file any proxy statement or other filings in connection
therewith.
The parties also agreed to take all necessary action, including
causing the directors of Origo to resign, so that effective at the
Closing, the entire board of directors of the Successor will
consist of seven (7) individuals, a majority of which shall be
independent directors in accordance with Nasdaq requirements (or,
if applicable, the requirements of another exchange on which the
Successor shares are listed or intended to be listed). The
directors will be classified into three (3) classes, with each
director holding office for a three-year term or until the next
annual meeting of stockholders at which such director’s class is up
for election and where his or her successor is elected and
qualified (provided that the first annual meeting of stockholders
will not be held prior to the one year anniversary after the
Effective Time). Two (2) of the seven members of the post-Closing
Board (the
“ Post-Closing Board
”) shall be individuals (at least one of whom shall be an
independent director) designated by Origo prior to the Effective
Time. Four (4) of the members of the Post-Closing Board (at least
three (3) of whom shall be independent directors) shall be
designated by HTH prior to the Effective Time, and the seventh
(7th) member of the Post-Closing Board shall be an individual
selected by HTH prior to the Effective Time as the Chief Executive
Officer of Origo and the Successor.
Origo
also agreed, prior to the Extraordinary General Meeting, to have
its board of directors adopt on behalf of Origo and/or the
Successor a new equity incentive plan, which will be in form and
substance reasonably acceptable to HTH (the “ New Equity
Incentive Plan ”). Origo will submit the approval of the New
Equity Incentive Plan to its shareholders for their ratification
and approval at the Extraordinary General Meeting. The New Equity
Incentive Plan will provide for awards for a number of Origo shares
(including Assumed Origo Options) equal to up to ten percent (10%)
of the aggregate number of Origo shares issued and outstanding
immediately after the Closing.
Conditions to the Closing of the Merger
Agreement
The
obligations of each party to consummate the Merger are subject to
the satisfaction or waiver of customary conditions and Closing
deliverables, including (1) the Registration Statement having been
declared and remain effective, (2) Origo’s shareholders having
approved the Shareholder Approval Matters at the Extraordinary
General Meeting in accordance with the Registration Statement, (3)
all consents required to be obtained from or made with any
governmental authority in order to consummate the transactions
contemplated by the Merger Agreement shall have been obtained or
made, and any waiting periods (an any extension thereof) applicable
to the consummation of the Merger Agreement under any antitrust
laws shall have expired or been terminated; (4) the consents
required to be obtained or made from any third party (other than a
governmental authority) in order to consummate the transactions
contemplated by the Merger Agreement, that are set forth in a
schedule thereto, shall have been obtained or made; (5) no
governmental authority having enacted any Law which has the effect
of making the transactions or agreements contemplated by the Merger
Agreement illegal or which otherwise prevents or prohibits
consummation of the transactions contemplated by the Merger
Agreement, (6) there shall be no pending action brought by a third
party non-affiliate to enjoin or otherwise restrict the
consummation of the Closing, (7) upon the Closing, after giving
effect to the completion of Origo’s redemption of its public
stockholders in connection with the Merger and the payment of all
accrued and unpaid expenses, Origo shall have net tangible assets
of at least $5,000,001, (8) HTH shall have received its required
stockholder approval, (9) the parties’ respective representations
and warranties shall be true and correct as of the Closing Date
(subject to certain materiality qualifiers), (10) each of the
parties shall have performed in all material respects all of its
obligations and complied in all material respects with all of its
agreements and covenants under the Merger Agreement to be performed
or complied with by it on or prior to the Closing Date, and (11) no
event having occurred since the date of the Merger Agreement
resulting in a material adverse effect upon the business, assets,
liabilities, results of operations, prospects or condition of the
other party and its subsidiaries, taken as a whole, or the other
party’s ability to consummate the transactions contemplated by the
Merger Agreement and ancillary documents on a timely basis (subject
in each case to customary exceptions) (a “ Material Adverse
Effect ”), which is continuing and uncured. The obligation of
Origo and Merger Sub to consummate the Merger is also subject to
the satisfaction or waiver or certain additional conditions,
including the receipt of certain employment agreements, the
extension or refinancing of certain HTH debt, the exercise or
related consent of certain HTH warrants, the payment and release of
certain amounts owed by HTH under contracts and release of liens,
the wind-down of certain inactive subsidiaries and the delivery of
certain agreements from certain of HTH’s consultants and employees.
In addition, each party shall have received duly executed copies of
the various related agreements (as described below) in the forms
attached to the Merger Agreement, including a consulting services
agreement with Oreva Capital Corp., as described below.
Termination
The Merger Agreement may be terminated under certain customary and
limited circumstances at any time prior the Closing, including,
among other reasons, (1) by mutual written consent of Origo and
HTH, (2) by written notice by either Origo or HTH if the Closing
has not occurred on or prior to September 12, 2017 (unless Origo
seeks and receives the approval of its shareholders for the
Extension, in which case such date will be the earlier of such
Extension date or 90 days following delivery by HTH of its
financial statements and other information required for the
Registration Statement), (3) by written notice by either party for
the other party’s uncured breach (subject to certain materiality
qualifiers), (4) by HTH or Origo if there has been a Material
Adverse Effect on the other party or its subsidiaries, as the case
may be, since the date of the Merger Agreement which is uncured and
continuing, (5) by written notice by Origo if it holds (a) its
Special Meeting and it does not receive the requisite vote of its
shareholders to approve the Shareholder Approval Matters or (b) a
meeting for the Extension and it does not receive the requisite
vote of its shareholders to approve the Extension, (6) by written
notice by either party if HTH holds its stockholder meeting to
approve the Merger Agreement and related transactions and such
approval is not obtained, or if such approval is not otherwise
obtained from HTH’s stockholders by written consent within 30 days
after the Registration Statement being declared effective by the
SEC or (7) by Origo if (a) HTH doesn’t deliver to Origo by July 31,
2017 (I) executed copies of all of the voting agreements from its
shareholders that are executive officers or directors or otherwise
hold at least 5% of the outstanding shares of HTH’s common stock or
(II) audited financial statements for the calendar years 2015 and
2016, as well as unaudited interim financial statements for the
first quarter of 2017, or (b) the audited financial statements for
the calendar years 2015 and 2016 are materially different in an
adverse manner from the unaudited financial statements for such
periods that were provided to Origo prior to the signing of the
Merger Agreement, including any of the consolidated revenues, net
income before taxes or assets being more than 10% less than the
amounts in the unaudited financial statements or the consolidated
liabilities being more than 10% greater than the amounts in the
unaudited financial statements.
If the Merger Agreement is terminated, all further obligations of
the parties under the Merger Agreement (except for certain
obligations related to confidentiality, Closing, survival, trust
fund waiver, termination, and general provisions) will terminate,
and no party to the Merger Agreement will have any further
liability to any other party thereto except for liability for fraud
or for willful breach of the Merger Agreement prior to termination.
There are no termination fees in connection with the termination of
the Merger Agreement.
OAC Representative
Jose Aldeanueva, is serving as the OAC Representative under the
Merger Agreement, and in such capacity will represent holders of
Origo shares (other than HTH stockholders) with respect to certain
matters under the Merger Agreement and the ancillary documents to
which he is a party in such capacity.
Trust Account Waiver
HTH agreed that it and its affiliates will not have any right,
title, interest or claim of any kind in or to any monies in Origo’s
trust account held for its public shareholders, and agreed not to,
and waived any right to, make any claim against the trust account
(including any distributions therefrom).
A copy of the Merger Agreement is filed with this Current Report on
Form 8-K as Exhibit 2.1 and is incorporated herein by reference,
and the foregoing description of the Merger Agreement is qualified
in its entirety by reference thereto.
Related Agreements
This section describes the material provisions of certain
additional agreements entered into or to be entered into pursuant
to the Merger Agreement (the “ Related Agreements ”) but
does not purport to describe all of the terms thereof. The
following summary is qualified in its entirety by reference to the
complete text of each of the Related Agreements, copies of each of
which are attached hereto as exhibits. Shareholders and other
interested parties are urged to read such Related Agreements in
their entirety.
Voting Agreements
HTH agreed to provide Origo by July 31, 2017 with executed voting
agreements (each, a “ Voting Agreement ”) from HTH’s
shareholders that are executive officers or directors or otherwise
hold at least 5% of the outstanding shares of HTH’s common stock.
Under the Voting Agreements, the HTH shareholders party thereto
will generally agree to vote all of their HTH shares in favor of
the Merger Agreement and related transactions and to otherwise take
certain other actions in support of the Merger Agreement and
related transactions and refrain from taking actions that would
adversely affect such HTH stockholder’s ability to perform its
obligations under the Voting Agreement. Each Voting Agreement
prevents transfers of the HTH shares held by the HTH stockholder
party thereto between the date of the Voting Agreement and the date
of the meeting of HTH stockholders.
The form of the Voting Agreement to be entered into by the HTH
shareholders is filed with this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference, and the
foregoing description of the Voting Agreements is qualified in its
entirety by reference thereto.
Non-Competition Agreement
At the Closing, certain equity holders of HTH (each, an “
Owner ”) will enter into Non-Competition and
Non-Solicitation Agreements in favor of Origo, in substantially the
form attached to the Merger Agreement (each, a “ Non-Competition
Agreement ”), relating to the HTH’s business as currently
conducted as specified in the Non-Competition Agreement (the “
Business ”). Under the Non-Competition Agreement, for a
period of three years after the Closing (such period, the “
Restricted Period ”), the Owner will not and will not permit
its affiliates to, without Origo’s prior written consent, anywhere
in the United States, directly or indirectly engage in the Business
(other than through a covered party) or own, manage, finance or
control, or participate in the ownership, management, financing or
control of, or become engaged or serve as an officer, director,
member, partner, employee, agent, consultant, advisor or
representative of, a business or entity (other than a covered
party) that engages in the Business (a “ Competitor ”).
However, the Owner and its affiliates will be permitted under the
Non-Competition Agreement to own passive investments of no more
than 4.99% of any class of outstanding equity interests in a
Competitor that is publicly traded, so long as the Owner and its
affiliates are not involved in the management or control of such
Competitor. Under the Non-Competition Agreements, the Owner and its
affiliates will also be subject to certain non-solicitation and
non-interference obligations during the Restricted Period with
respect to the Covered Parties’ respective (i) employees,
consultants and independent contractors, (ii) customers and (iii)
vendors, suppliers, distributors, agents or other service
providers. The Owner will also be subject to non-disparagement
provisions regarding the covered parties and confidentiality
obligations with respect to the confidential information of the
covered parties.
The form of the Non-Competition Agreement is filed with this
Current Report on Form 8-K as Exhibit 10.2 and is incorporated
herein by reference, and the foregoing description of the
Non-Competition Agreement is qualified in its entirety by reference
thereto.
Lock-Up Agreement
At the Closing, certain HTH shareholders will enter into a Lock-Up
Agreement with Origo, in substantially the form attached to the
Merger Agreement (each, a “ Lock-Up Agreement ”). In such
Lock-Up Agreement, each holder will agrees not to, during the
period commencing from the Closing and (i), with respect to fifty
percent (50%) of each type of the restricted securities, ending on
the earlier of (A) the one (1) year anniversary of the date of the
Closing, and (B) the date after the Closing on which HTH
consummates a liquidation, merger, share exchange or other similar
transaction with an unaffiliated third party that results in all of
HTH’s shareholders having the right to exchange their equity
holdings in HTH for cash, securities or other property (a “
Subsequent Transaction ”), and (ii), with respect to the
remaining fifty percent (50%) of the restricted securities, ending
on the earliest of (A) the one (1) year anniversary of the date of
the Closing, (B) the date after the Closing on which HTH
consummates a Subsequent Transaction and (C) the date on which the
Closing sale price of the Origo shares equals or exceeds $12.50 per
share (as adjusted for share splits, share dividends,
reorganizations and recapitalizations) for any twenty (20) trading
days within any thirty (30) trading day period commencing after the
Closing: (x) lend, offer, pledge, hypothecate, encumber, donate,
assign, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any
option, right or warrant to purchase, or otherwise transfer or
dispose of, directly or indirectly, any restricted securities, (y)
enter into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership
of the restricted securities, or (z) publicly disclose the
intention to do any of the foregoing, whether any such transaction
described in clauses (x), (y) or (z) above is to be settled by
delivery of restricted securities or other securities, in cash or
otherwise.
The form of the Lock-Up Agreement is filed with this Current
Report on Form 8-K as Exhibit 10.3 and is incorporated herein by
reference, and the foregoing description of the Lock-Up Agreement
is qualified in its entirety by reference thereto.
Consulting Services Agreement
At the Closing, the Successor will enter into a Consulting Services
Agreement with Oreva Capital Corp., a Delaware corporation (the “
Consultant ”), pursuant to which the Consultant is to
perform certain services for the Successor, including
administrative services, dealing with investment bankers, investor
relations consultants and other members of the investment community
(as authorized from time to time by the Board of Directors), and
assisting in connection with proposed acquisitions, dispositions
and financings. In consideration for such services, the Successor
will pay the Consultant a monthly consulting fee of $35,000.
Commencing in 2018, the Consultant may elect to have all or any
portion of the consulting fee deferred and paid in shares of the
Successor’s common stock, at a per share price equal to 100% of the
closing price of the stock of the Successor. Adam Levin, the Chief
Executive Officer and a director of HTH, is Managing Director of
Oreva Capital Corp.
The form of the Consulting Services Agreement is filed with
this Current Report on Form 8-K as Exhibit 10.4 and is incorporated
herein by reference, and the foregoing description of the Lock-Up
Agreement is qualified in its entirety by reference
thereto.
Item 8.01. Other Events.
On July 27, 2017, Origo and HTH issued a joint press release
announcing that they had entered into the Merger Agreement.
The joint press release of Origo and HTH is attached as Exhibit
99.1 hereto and is incorporated into this Item 8.01 by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit
Number |
|
Description |
|
|
|
|
|
2.1* |
|
Merger Agreement, dated as of July 24, 2017, by and between Origo
Acquisition Corporation, Hightimes Holding Corp., HTHC Merger Sub,
Inc., and Jose Aldeanueva in the capacity as the Origo
Representative. |
|
|
|
|
|
10.1 |
|
Form of Voting Agreement by and among Origo Acquisition
Corporation, Hightimes Holding Corp., and the shareholder of
Hightimes Holding Corp. party thereto. |
|
|
|
|
|
10.2 |
|
Form of Non-Competition and Non-Solicitation Agreement, by the
shareholder of Hightimes Holding Corp. party thereto in favor of
Origo Acquisition Corporation. |
|
|
|
|
|
10.3 |
|
Form of Lock-Up Agreement by and between Origo Acquisition
Corporation and the shareholders of Hightimes Holding Corp. party
thereto. |
|
10.4 |
|
Form of Consulting Services Agreement by and between High Times
Media Corporation and Oreva Capital Corporation.
|
|
99.1 |
|
Joint Press Release of Origo Acquisition Corporation and Hightimes
Holding Corp. dated July 27, 2017. |
|
|
|
|
* The exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant
agrees to furnish supplementally a copy of all omitted exhibits and
schedules to the Securities and Exchange Commission upon its
request.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
| Dated:
July 27, 2017 |
ORIGO
ACQUISITION CORPORATION |
| |
|
| |
|
/s/ Edward J. Fred |
|
|
Name: |
Edward
J. Fred |
| |
Title: |
Chief
Executive Officer |
EXHIBIT INDEX
|
Exhibit
Number |
|
Description |
|
|
|
|
|
2.1* |
|
Merger
Agreement, dated as of July 24, 2017, by and between Origo
Acquisition Corporation, Hightimes Holding Corp., HTHC Merger Sub,
Inc., and Jose Aldeanueva in the capacity as the Origo
Representative. |
|
|
|
|
|
10.1 |
|
Form
of Voting Agreement by and among Origo Acquisition Corporation,
Hightimes Holding Corp., and the shareholder of Hightimes Holding
Corp. party thereto. |
|
|
|
|
|
10.2 |
|
Form
of Non-Competition and Non-Solicitation Agreement, by the
shareholder of Hightimes Holding Corp. party thereto in favor of
Origo Acquisition Corporation. |
|
|
|
|
|
10.3 |
|
Form
of Lock-Up Agreement by and between Origo Acquisition Corporation
and the shareholders of Hightimes Holding Corp. party
thereto. |
|
|
|
|
|
10.4 |
|
Form
of Consulting Services Agreement by and between High Times Media
Corporation and Oreva Capital Corporation. |
|
|
|
|
| 99.1 |
|
Joint
Press Release of Origo Acquisition Corporation and Hightimes
Holding Corp. dated July 27, 2017. |
* The exhibits and schedules to this Exhibit
have been omitted in accordance with Regulation S-K Item 601(b)(2).
The Registrant agrees to furnish supplementally a copy of all
omitted exhibits and schedules to the Securities and Exchange
Commission upon its request.
