UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 14A
Proxy Statement Pursuant to
Section 14(a) of the Securities
Exchange Act of
1934
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Definitive Proxy
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section
240.14a-12 |
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ORIGO ACQUISITION
CORPORATION |
(Name
of Registrant as Specified In Its Charter) |
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of Person(s) Filing Proxy Statement, if other than the
Registrant) |
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ORIGO ACQUISITION
CORPORATION
708 THIRD AVENUE
NEW YORK, NEW YORK
10017
NOTICE OF EXTRAORDINARY GENERAL
MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 11,
2017
TO THE SHAREHOLDERS OF ORIGO
ACQUISITION CORPORATION:
You are cordially invited to attend
the extraordinary general meeting (the “extraordinary general
meeting”) of shareholders of Origo Acquisition Corporation
(“Origo,” “Company,” “we,” “us” or “our”) to be held at 10:00 a.m.
ET on September 11, 2017 at the offices of Origo’s counsel Ellenoff
Grossman & Schole LLP, 1345 Avenue of the Americas, 11
th Floor, New York, New York 10105, for the sole purpose
of considering and voting upon the following
proposals:
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a
proposal to amend (the “Extension Amendment”) Origo’s amended and
restated memorandum and articles of association (the “charter”) to
extend the date by which Origo has to consummate a business
combination (the “Extension”) to December 12, 2017 or such earlier
date as determined by the Directors (the “Extended Date”);
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a
proposal to direct the chairman of the extraordinary general
meeting to adjourn the extraordinary general meeting to a later
date or dates, if necessary, to permit further solicitation and
vote of proxies if, based upon the tabulated vote at the time of
the extraordinary general meeting, there are not sufficient votes
to approve the Extension Amendment (the “Adjournment
Proposal”). |
Each of the Extension Amendment and
the Adjournment Proposal is more fully described in the
accompanying proxy statement. If the Extension Amendment is
approved, holders of ordinary shares issued in the Company’s
initial public offering (the “IPO”, and such shares sold in the IPO
are referred to as the “public shares”) may elect to convert their
public shares into their pro rata portion of the funds held in the
trust account (the “Conversion”) established at the time of the IPO
(the “trust account”). The Conversion shall take effect as a
repurchase as a matter of Cayman Islands law.
Origo’s charter provides that Origo
has until September 12, 2017 to complete an initial business
combination. Since the completion of the IPO, we have been dealing
with many of the practical difficulties associated with the
identification of an initial business combination target,
negotiating business terms with potential targets, conducting
related due diligence and obtaining the necessary audited financial
statements. Commencing promptly upon completion of our IPO, we
began to search for an appropriate business combination target.
During the process, we relied on numerous business relationships
and contacted investment bankers, private equity funds, consulting
firms, and legal and accounting firms.
On July 24, 2017, we entered into a Merger Agreement (the “Merger
Agreement”) with Hightimes Holdings Corp., a Delaware corporation
(“HTH”), HTH Merger Sub, Inc., a Delaware corporation and our
wholly-owned subsidiary (“Merger Sub”), and Jose Aldeanueva, in his
capacity as the representative for our shareholders (the “Origo
Representative”).
HTH, directly and indirectly through
its direct and indirect subsidiaries, consisting of Trans-High
Corporation, a New York corporation (“THC”), and the subsidiaries
of THC, does business as “HIGH TIMES,”® and is an established
Cannabis media brand that for the past 42 years has published “HIGH
TIMES,”® Magazine. The business of HTH is focused on the following
four fundamental activities: (a) the publication of a monthly
magazine, (b) the production of trade shows, festivals and events
which are known as the “High Times Cannabis Cup”, (c) e-commerce,
and (d) licensing and branding.
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
23,474,178 common shares of Origo (the “Merger Consideration”),
which is equal to $250.0 million 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 into a number of Origo common shares
calculated by dividing the outstanding principal and interest of
all such HTH Purchase Notes 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 a new equity incentive plan 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.
However, the Company will not be able
to complete the Merger by September 12, 2017. Therefore, our board
has determined that it is in the best interests of our shareholders
to extend the date that Origo has to consummate a business
combination to the Extended Date in order to consummate the Merger
or another business combination.
Holders of public shares may elect to
convert their shares in connection with the Extension Amendment so
long as they vote for or against the Extension Amendment. Origo
estimates that the per-share pro rata portion of the trust account
will be approximately $10.65 at the time of the extraordinary
general meeting. The closing price of Origo’s ordinary shares on
August [●], 2017 was $[●]. Accordingly, if the market price were to
remain the same until the date of the meeting, exercising
conversion rights would result in a public shareholder receiving
approximately $[●] more than if he, she or it sold its shares in
the open market. Origo cannot assure shareholders that they will be
able to sell their ordinary shares of Origo in the open market,
even if the market price per share is higher than the conversion
price stated above, as there may not be sufficient liquidity in its
securities when such shareholders wish to sell their
shares.
Origo’s officers and directors
(“Current Management”) have agreed to contribute to us as a loan
$0.025 for each public share that is not converted, for each
calendar month (commencing on September 12, 2017 and on the 12
th day of each subsequent month), or portion thereof,
that is needed by Origo to complete the Merger or another business
combination from September 12, 2017 (the date by which Origo is
currently required to complete its business combination) until the
Extended Date (the “Contribution”). For example, if Origo takes
until December 12, 2017 to complete its business combination, which
would represent three calendar months, Origo’s insiders would make
aggregate Contributions of approximately $0.075 (assuming no public
shares were converted) (the “Contribution”). Each Contribution will
be deposited in the trust account established in connection with
the IPO within seven calendar days from the beginning of such
calendar month (or portion thereof). Accordingly, if the Extension
Amendment is approved and the Extension is implemented and Origo
takes the full time through the Extended Date to complete the
initial business combination, the conversion amount per share at
the meeting for such business combination or Origo’s subsequent
liquidation will be approximately $10.725 per share, in comparison
to the current conversion amount of approximately $10.65 per share
(assuming no public shares were converted). The Contribution is
conditional upon the implementation of the Extension Amendment. The
Contribution will not occur if the Extension Amendment is not
approved or the Extension is not completed. The amount of the
Contribution will not bear interest and will be repayable by us to
the Current Management upon consummation of an initial business
combination. If Current Management advises us that it does not
intend to make the Contribution, then the Extension Amendment and
the Adjournment Proposal will not be put before the shareholders at
the extraordinary general meeting and we will dissolve and
liquidate in accordance with our charter. Current Management will
have the sole discretion whether to continue extending for
additional calendar months until the Extended Date and if Current
Management determines not to continue extending for additional
calendar months, its obligation to make additional Contributions
will terminate.
If the Extension Amendment is not
approved, as contemplated by our IPO prospectus and in accordance
with our charter, we will automatically wind up, dissolve and
liquidate in accordance with our charter.
Subject to the foregoing, the
affirmative vote of 66-2/3% of Origo’s outstanding ordinary shares
who attend and vote at the extraordinary general meeting for the
Extension Amendment will be required to approve the Extension
Amendment. For the Adjournment Proposal, the Board will exercise
its powers in relation to such matters in accordance with the
affirmative vote of a majority of votes cast at the meeting. The
affirmative vote of a majority of the Company’s shares present (in
person or by proxy) and voting at the extraordinary general meeting
will be required to direct the chairman of the extraordinary
general meeting to adjourn the extraordinary general meeting to a
later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time
of the extraordinary general meeting, there are not sufficient
votes to approve the Extension Amendment.
The Origo board of directors has
fixed the close of business on August 21, 2017 as the date for
determining Origo shareholders entitled to receive notice of and
vote at the extraordinary general meeting and any adjournment
thereof. Only holders of record of Origo ordinary shares
on that date are entitled to have their votes counted at the
extraordinary general meeting or any adjournment
thereof.
After careful consideration of all
relevant factors, Origo’s board of directors has determined that
the Extension Amendment and the Adjournment Proposal are fair to
and in the best interests of Origo and its shareholders, has
declared them advisable and recommends that you vote or give
instruction to vote “FOR” the Extension Amendment and the
Adjournment Proposal.
Enclosed is the proxy statement
containing detailed information concerning the Extension Amendment,
the Adjournment Proposal and the extraordinary general
meeting. Whether or not you plan to attend the
extraordinary general meeting, we urge you to read this material
carefully and vote your shares.
I look forward to seeing you at the
meeting.
August [●], 2017 |
By Order of the Board of Directors |
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Edward J. Fred |
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Chief Executive Officer and
Director |
Your vote is
important. Please sign, date and return your proxy card
as soon as possible to make sure that your shares are represented
at the extraordinary general meeting. If you are a
shareholder of record, you may also cast your vote in person at the
extraordinary general meeting. If your shares are held
in an account at a brokerage firm or bank, you must instruct your
broker or bank how to vote your shares, or you may cast your vote
in person at the extraordinary general meeting by obtaining a proxy
from your brokerage firm or bank.
Important Notice Regarding the
Availability of Proxy Materials for the Extraordinary General
Meeting of Shareholders to be held on September 11, 2017 : This
notice of meeting and the accompany proxy statement are available
at http://www.cstproxy.com/origoacquisitioncorp/2017.
ORIGO ACQUISITION
CORPORATION
708 THIRD AVENUE
NEW YORK, NEW YORK
10017
EXTRAORDINARY GENERAL MEETING OF
SHAREHOLDERS
TO BE HELD SEPTEMBER 11,
2017
PROXY STATEMENT
The extraordinary general meeting
(the “extraordinary general meeting”) of shareholders of Origo
Acquisition Corporation (“Origo,” “Company,” “we,” “us” or “our”),
a Cayman Islands exempted company, will be held at 10:00 a.m. ET on
September 11, 2017, at the offices of Origo’s counsel Ellenoff
Grossman & Schole LLP, 1345 Avenue of the Americas, 11
th Floor, New York, New York 10105, for the sole purpose
of considering and voting upon the following proposals:
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a
proposal to amend (the “Extension Amendment”) Origo’s amended and
restated memorandum and articles of association (the “charter”) to
extend the date by which Origo has to consummate a business
combination (the “Extension”) to December 12, 2017 or such earlier
date as determined by the Directors (the “Extended Date”);
and |
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a
proposal to direct the chairman of the extraordinary general
meeting to adjourn the extraordinary general meeting to a later
date or dates, if necessary, to permit further solicitation and
vote of proxies if, based upon the tabulated vote at the time of
the extraordinary general meeting, there are not sufficient votes
to approve the Extension Amendment (the “Adjournment
Proposal”). |
Each of the Extension Amendment and
the Adjournment Proposal is more fully described in the
accompanying proxy statement. If the Extension Amendment is
approved, holders of ordinary shares issued in the Company’s
initial public offering (the “IPO”, and such shares sold in the IPO
are referred to as the “public shares”) may elect to convert their
public shares into their pro rata portion of the funds held in the
trust account (the “Conversion”) established at the time of the IPO
(the “trust account”). The Conversion shall take effect as a
repurchase as a matter of Cayman Islands law.
On July 24, 2017, we entered into a
Merger Agreement (the “Merger Agreement”) with Hightimes Holdings
Corp., a Delaware corporation (“HTH”), HTH Merger Sub, Inc., a
Delaware corporation and our wholly-owned subsidiary (“Merger
Sub”), and Jose Aldeanueva, in his capacity as the representative
for our shareholders (the “Origo Representative”).
HTH, directly and indirectly through
its direct and indirect subsidiaries, consisting of Trans-High
Corporation, a New York corporation (“THC”), and the subsidiaries
of THC, does business as “HIGH TIMES,”® and is an established
Cannabis media brand that for the past 42 years has published “HIGH
TIMES,”® Magazine. The business of HTH is focused on the following
four fundamental activities: (a) the publication of a monthly
magazine, (b) the production of trade shows, festivals and events
which are known as the “High Times Cannabis Cup”, (c) e-commerce,
and (d) licensing and branding.
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
23,474,178 common shares of Origo (the “Merger Consideration”),
which is equal to $250.0 million 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 into a number of Origo common shares
calculated by dividing the outstanding principal and interest of
all such HTH Purchase Notes 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 a new equity incentive plan 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.
However, the Company will not be able
to complete the Merger by September 12, 2017. Therefore, our board
has determined that it is in the best interests of our shareholders
to extend the date that Origo has to consummate a business
combination to the Extended Date in order to consummate the Merger
or another business combination.
Approval of the Extension Amendment
is a condition to the implementation of the Extension. In addition,
we will not proceed with the Extension if we do not have at least
$5,000,001 of net tangible assets following approval of the
Extension Amendment, after taking into account the
Conversion.
If the Extension Amendment is not
approved, we will automatically wind up, liquidate and dissolve
starting on September 12, 2017, as contemplated by our IPO
prospectus and in accordance with our charter. In connection
therewith, holders of our public shares will receive a per-share
amount, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including any interest not previously
released to us but net of income taxes payable and working capital
released to the Company, divided by the number of then outstanding
public shares.
The initial shareholders have waived
their rights to participate in any liquidation distribution with
respect to their initial shares. As a consequence of such waivers,
a liquidating distribution will be made only with respect to the
public shares. There will be no distribution from the trust account
with respect to Origo’s rights or warrants, which will expire
worthless in the event we wind up.
If the Extension Amendment is
approved, the Current Management has agreed to contribute to us as
a loan $0.025 for each public share that is not converted, for each
calendar month, or portion thereof, that is needed by Origo to
complete the Merger or another business combination from September
12, 2017 (the date by which Origo is currently required to complete
its business combination) until the Extended Date. For example, if
Origo takes until December 12, 2017 to complete its business
combination, which would represent three calendar months, Origo’s
insiders would make aggregate Contributions of approximately
$150,000 (assuming no public shares were converted) (the
“Contribution”). Each Contribution will be deposited in the trust
account established in connection with the IPO within seven
calendar days of such calendar month (or portion thereof).
Accordingly, if the Extension Amendment is approved and the
Extension is implemented and Origo takes the full time through the
Extended Date to complete the initial business combination, the
conversion amount per share at the meeting for such business
combination or Origo’s subsequent liquidation will be approximately
$10.725 per share, in comparison to the current conversion amount
of approximately $10.65 per share (assuming no public shares were
converted). The Contribution is conditional upon the implementation
of the Extension Amendment. The Contribution will not occur if the
Extension Amendment is not approved or the Extension is not
completed. The amount of the Contribution will not bear interest
and will be repayable by us to the Current Management upon
consummation of an initial business combination. If Current
Management advises us that it does not intend to make the
Contribution, then the Extension Amendment and the Adjournment
Proposal will not be put before the shareholders at the
extraordinary general meeting and we will dissolve and liquidate in
accordance with our charter. Current Management will have the sole
discretion whether to continue extending for additional calendar
months until the Extended Date and if Current Management determines
not to continue extending for additional calendar months, its
obligation to make additional Contributions will
terminate.
If there is no Extension and Origo
dissolves and liquidates, Edward Fred, our chief executive officer
and director, has agreed that he will be liable to pay debts and
obligations to third parties or target businesses that are owed
money by us for services rendered or contracted for or products
sold to us in excess of the net proceeds of the IPO not held in the
trust account but only if, and to the extent, that the claims would
otherwise reduce the amount in the trust account payable to its
public shareholders in the event of a liquidation, and only if such
a third party or prospective target business does not execute a
waiver. There is no assurance, however, that he will be able to
satisfy those obligations. Based on the cash available to Origo
outside of its trust account for working capital and Origo’s
outstanding expenses owed to all creditors (both those that have
signed trust fund waivers and those that have not), it is not
anticipated that Mr. Fred will have any indemnification
obligations. Accordingly, regardless of whether an indemnification
obligation exists, the per share liquidation price for the public
shares is anticipated to be approximately $10.65 per share.
Nevertheless, Origo cannot assure you that the per share
distribution from the trust account, if Origo liquidates, will not
be less than approximately $10.65 due to unforeseen claims of
creditors.
Holders of public shares may elect to
convert their shares in connection with the Extension Amendment
whether they vote for or against the Extension Amendment. If the
Extension Amendment is approved, such approval will constitute
consent for Origo to (i) remove from the trust account an amount
(the “Withdrawal Amount”) equal to the pro rata portion of funds
available in the trust account relating to the converted public
shares and (ii) deliver to the holders of such converted public
shares their pro rata portion of the Withdrawal
Amount. The remainder of such funds, plus the
Contribution, shall remain in the trust account. Holders of public
shares who do not convert their public shares now, will retain
their conversion rights and their ability to vote on a business
combination through the Extended Date if the Extension Amendment is
approved. At the time the Extension Amendment becomes effective,
the Company will also amend the trust account agreement to (i)
permit the withdrawal of the Withdrawal Amount from the trust
account and (ii) extend the date on which to liquidate the trust
account to the Extended Date.
You are also being asked to direct
the chairman of the extraordinary general meeting to adjourn the
extraordinary general meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the extraordinary
general meeting, there are not sufficient votes to approve the
Extension Amendment.
The record date for the extraordinary
general meeting is August 21, 2017. Record holders of
Origo ordinary shares at the close of business on the record date
are entitled to vote or have their votes cast at the extraordinary
general meeting. On the record date, there were
3,321,437 outstanding ordinary shares of Origo including
1,985,437 outstanding public shares. Origo’s rights
and warrants do not have voting rights.
This proxy statement contains
important information about the extraordinary general meeting and
the proposals. Please read it carefully and vote your
shares.
This proxy statement is
dated August [●], 2017 and is first being mailed to
shareholders on or about that date.
QUESTIONS AND ANSWERS ABOUT
THE EXTRAORDINARY GENERAL MEETING
These Questions and Answers are only
summaries of the matters they discuss. They do not
contain all of the information that may be important to
you. You should read carefully the entire document,
including the annexes to this proxy statement.
Q. |
Why am I
receiving this proxy statement? |
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A. Origo is a blank
check company formed in August 2014 for the purpose of entering
into a merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business
combination with one or more businesses or entities. In
December 2014, Origo consummated its IPO from which it derived
gross proceeds of approximately $42,000,000, including proceeds
from the partial exercise of the underwriters’ over-allotment
option. In June 2016, the Company’s shareholders
approved a proposal to extend the date by which the Company had to
consummate a business combination from June 12, 2016 to December
12, 2016 (the “Initial Extension”). In December 2016, the Company’s
shareholders approved a proposal to further extend the date by
which the Company had to consummate a business combination from
December 12, 2016 to March 12, 2017 (the “Second Extension”). In
March 2017, the Company’s shareholders approved a proposal to
further extend the date by which the Company had to consummate a
business combination from March 12, 2017 to September 12, 2017 (the
“Third Extension”). Like most blank check companies, our charter
provides for the return of the IPO proceeds held in trust to the
holders of ordinary shares sold in the IPO if there is no
qualifying business combination(s) consummated on or before a
certain date (in our case, after the Third Extension, September 12,
2017). The board of directors believes that it is in the
best interests of the shareholders to continue Origo’s existence
until the Extended Date in order to allow Origo more time to
complete the Merger or another initial business
combination.
You are also being asked to direct
the chairman of the extraordinary general meeting to adjourn the
extraordinary general meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the extraordinary
general meeting, there are not sufficient votes to approve the
Extension Amendment.
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Q. |
What is being voted on? |
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A. You are being
asked to vote on:
● a
proposal to amend Origo’s charter to extend the date by which Origo
has to consummate a business combination to December 12, 2017 (the
“Extended Date”) or such earlier date as determined by the
Directors; and
● a
proposal to direct the chairman of the extraordinary general
meeting to adjourn the extraordinary general meeting to a later
date or dates, if necessary, to permit further solicitation and
vote of proxies if, based upon the tabulated vote at the time of
the extraordinary general meeting, there are not sufficient votes
to approve the Extension Amendment.
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The Extension Amendment is essential to the
overall implementation of the board of directors’ plan to complete
the Merger or another business combination.
If the Extension Amendment is approved, holders
of public shares may elect to convert their public shares into
their pro rata portion of the funds held in the trust account.
Accordingly, the approval will constitute consent for Origo to
remove from the trust account an amount (the “Withdrawal Amount”)
equal to the pro rata portion of funds available in the trust
account relating to the converted public shares, deliver to the
holders of such converted public shares the pro rata portion of the
Withdrawal Amount and retain the remainder of the funds in the
trust account, plus the Contribution (as described
below).
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We will not proceed if we do not have at least
$5,000,001 of net tangible assets following approval of the
Extension Amendment, after taking into account the public shares
that holders elected to convert into their pro rata portion of the
funds held in the trust account (the “Conversion”). The Conversion
shall take effect as a repurchase as a matter of Cayman Islands
law. |
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If the Extension Amendment is not
approved, we will automatically wind up, liquidate and dissolve
starting on September 12, 2017, in accordance with our charter. In
connection therewith, holders of our public shares will receive a
per-share amount, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest not
previously released to us but net of income taxes payable and
working capital released to the Company, divided by the number of
then outstanding public shares.
The initial shareholders have waived
their rights to participate in any liquidation distribution with
respect to their initial shares. There will be no
distribution from the trust account with respect to our rights or
warrants, which will expire worthless in the event we wind
up. Origo will pay the costs of liquidation from its
remaining assets outside of the trust account. If such
funds are insufficient, Edward Fred has agreed to advance it the
funds necessary to complete such liquidation (currently anticipated
to be no more than approximately $15,000) and agreed not to seek
repayment of such expenses.
You are also being asked to direct
the chairman of the extraordinary general meeting to adjourn the
extraordinary general meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the extraordinary
general meeting, there are not sufficient votes to approve the
Extension Amendment.
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Q. |
Why is the Company
proposing the Extension Amendment? |
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A. Origo’s charter
provides for the return of the IPO proceeds held in trust to the
holders of ordinary shares sold in the IPO if there is no
qualifying business combination(s) consummated on or before
September 12, 2017.
On July 24, 2017, we entered into a
Merger Agreement (the “Merger Agreement”) with Hightimes Holdings
Corp., a Delaware corporation (“HTH”), HTH Merger Sub, Inc., a
Delaware corporation and our wholly-owned subsidiary (“Merger
Sub”), and Jose Aldeanueva, in his capacity as the representative
for our shareholders (the “Origo Representative”).
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HTH, directly and indirectly through
its direct and indirect subsidiaries, consisting of Trans-High
Corporation, a New York corporation (“THC”), and the subsidiaries
of THC, does business as “HIGH TIMES,”® and is an established
Cannabis media brand that for the past 42 years has published “HIGH
TIMES,”® Magazine. The business of HTH is focused on the following
four fundamental activities: (a) the publication of a monthly
magazine, (b) the production of trade shows, festivals and events
which are known as the “High Times Cannabis Cup”, (c) e-commerce,
and (d) licensing and branding.
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
23,474,178 common shares of Origo (the “Merger Consideration”),
which is equal to $250.0 million 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 into a number of Origo common shares
calculated by dividing the outstanding principal and interest of
all such HTH Purchase Notes by the closing price of Origo’s common
shares on the date of the Closing.
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●
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 a new equity incentive plan 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.
However, the Company will not be able
to complete the Merger by September 12, 2017. Therefore, our board
has determined that it is in the best interests of our shareholders
to extend the date that Origo has to consummate a business
combination to the Extended Date in order to consummate the Merger
or another business combination.
Accordingly, the Company’s Board is
proposing the Extension Amendment to extend the Company’s corporate
existence until the Extended Date and to allow for the
Conversion.
You are not being asked to vote on
the Merger or any other proposed business combination at this time.
If the Extension is implemented and you do not elect to convert
your public shares at this time, you will retain the right to vote
on the Merger or any other proposed business combination when and
if one is submitted to shareholders and the right to convert your
public shares into a pro rata portion of the trust account in the
event the Merger or another proposed business combination is
approved and completed or the Company has not consummated a
business combination by the Extended Date.
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Q. |
Why
should I vote for the Extension Amendment? |
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A. Origo’s board of
directors believes shareholders will benefit from Origo
consummating the Merger or another business combination and is
proposing the Extension Amendment to extend the date by which Origo
has to complete a business combination until the Extended
Date. The Extension would give Origo a longer period of
time to complete the Merger or another initial business
combination.
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Holders of public shares may elect to
convert their shares in connection with the Extension Amendment
whether they vote for or against the Extension Amendment. Pursuant
to our charter, shareholders have the right to convert their public
shares into a pro rata portion of the funds held in the trust
account in connection with the Extension. This allows shareholders
that are not in favor of the Extension to receive their portion of
the trust account currently contemplated by our
charter.
As a result, Origo’s board of
directors recommends that you vote in favor of the Extension
Amendment.
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Q. |
How do the Origo insiders intend to vote
their shares? |
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A. All of Origo’s
directors, executive officers, initial shareholders and their
respective affiliates are expected to vote any ordinary shares over
which they have voting control (including any public shares owned
by them) in favor of the Extension Amendment and the Adjournment
Proposal.
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Origo’s directors, executive officers, initial
shareholders and their respective affiliates are not entitled to
convert the initial shares. Shares purchased on the open market by
Origo’s directors, executive officers and their respective
affiliates may be converted. On the record date, Origo’s
directors, executive officers, initial shareholders and their
affiliates beneficially owned and were entitled to vote 1,050,000
initial shares, representing approximately 31.6% of Origo’s issued
and outstanding ordinary shares. Origo’s directors, executive
officers, initial shareholders and their affiliates did not
beneficially own any public shares as of such
date.
Origo’s directors, executive officers, initial
shareholders and their affiliates may choose to buy public shares
in the open market and/or through negotiated private
purchases. In the event that purchases do occur, the
purchasers may seek to purchase shares from shareholders who would
otherwise have voted against the Extension
Amendment. Any public shares held by or subsequently
purchased by affiliates of Origo may be voted in favor of the
Extension Amendment.
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Q. |
What
amount will holders receive upon consummation of a subsequent
business combination or liquidation if the Extension Amendment is
approved? |
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A. If the Extension Amendment is
approved, the Current Management has agreed to make the
Contribution of $0.025 for each public share that is not converted,
for each calendar month, or portion thereof, that is needed by
Origo to complete the Merger or another business combination from
September 12, 2017 (the date by which Origo is currently required
to complete its business combination) until the Extended Date (the
“Contribution”). For example, if Origo takes until December 12,
2017 to complete its business combination, which would represent
three calendar months, Origo’s insiders would make aggregate
Contributions of approximately $150,000 (assuming no public shares
were converted). Each Contribution will be deposited in the trust
account established in connection with Origo’s initial public
offering within seven calendar days from the beginning of such
calendar month (or portion thereof). Accordingly, if the Extension
Amendment is approved and the Extension is implemented and Origo
takes the full time through the Extended Date to complete the
initial business combination, the conversion amount per share at
the meeting for such business combination or Origo’s subsequent
liquidation will be approximately $10.725 per share, in comparison
to the current conversion amount of approximately $10.65 per share
(assuming no public shares were converted). The Contribution is a
condition to the implementation of the Extension Amendment. The
Contribution will not occur if the Extension Amendment is not
approved or the Extension is not completed. The amount of the
Contribution will not bear interest and will be repayable by us to
the Current Management upon consummation of an initial business
combination. If Current Management advises us that it does not
intend to make the Contribution, then the Extension Amendment and
the Adjournment Proposal will not be put before the shareholders at
the extraordinary general meeting and we will dissolve and
liquidate in accordance with our charter. Current Management will
have the sole discretion whether to continue extending for
additional calendar months until the Extended Date and if Current
Management determines not to continue extending for additional
calendar months, its obligation to make additional Contributions
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Q. |
What
vote is required to adopt the Extension Amendment and the
Adjournment Proposal? |
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A. Approval of the
Extension Amendment will require a special resolution under Cayman
Islands law and our charter. A special resolution is a resolution
passed by a majority of at least two-thirds of members who, being
entitled to do so, vote at the extraordinary general
meeting.
For the Adjournment Proposal, the
Board will exercise its powers in relation to such matters in
accordance with the affirmative vote of a majority of votes cast at
the meeting. The affirmative vote of a majority of the Company’s
shares present (in person or by proxy) and voting at the
extraordinary general meeting will be required to adjourn the
extraordinary general meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the extraordinary
general meeting, there are not sufficient votes to approve the
Extension Amendment.
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Q. |
What if I don’t want to
vote for the Extension Amendment? |
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A. If
you do not want the Extension Amendment to be approved, you must
vote against the Extension Amendment. If the Extension
Amendment is approved, and the Extension is implemented, then the
Withdrawal Amount will be withdrawn from the trust account and paid
to the converting holders. |
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Q. |
Will you seek any
further extensions to liquidate the trust
account? |
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A. Other than the extension until the
Extended Date as described in this proxy statement, Origo does not
anticipate, but is not prohibited from, seeking any further
extension to consummate the Merger or another business
combination. Origo has provided that all holders of public
shares, whether they vote for or against the Extension Amendment,
may elect to convert their public shares into their pro rata
portion of the trust account and should receive the funds shortly
after the extraordinary general meeting. Those holders
of public shares who elect not to convert their shares now shall
retain conversion rights with respect to future business
combinations, or, if no future business combination is brought to a
vote of the shareholders or if a business combination is not
completed for any reason, such holders shall be entitled to the pro
rata portion of the trust account on the Extended
Date. |
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Q. |
What happens if the
Extension Amendment is not approved? |
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A. If the Extension Amendment is not
approved, we will automatically liquidate, wind up and dissolve
starting on September 12, 2017 in accordance with our
charter. Origo’s initial shareholders waived their
rights to participate in any liquidation distribution with respect
to their initial shares. There will be no distribution
from the trust account with respect to our rights or warrants which
will expire worthless in the event we wind up. Origo
will pay the costs of liquidation from its remaining assets outside
of the trust account, which it believes are sufficient for such
purposes. If such funds are insufficient, Edward Fred
has agreed to advance us the funds necessary to complete such
liquidation (currently anticipated to be no more than approximately
$15,000) and has agreed not to seek repayment of such
expenses. |
Q. |
If the
Extension Amendment is approved, what happens
next? |
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A. If the Extension
Amendment is approved, the Company and its management have until
the Extended Date to complete its initial business
combination.
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The Company will remain a reporting company under
the Securities Exchange Act of 1934 (the “Exchange Act”) and its
units, ordinary shares, rights and warrants will remain publicly
traded.
If the Extension Amendment is approved, the
removal of the Withdrawal Amount from the trust account will reduce
the amount remaining in the trust account and increase the
percentage interest of Origo’s ordinary shares held by Origo’s
officers, directors, initial shareholders and their
affiliates.
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Q. |
Who bears the cost of
soliciting proxies? |
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A. The Company will bear the
cost of soliciting proxies in the accompanying form and will
reimburse brokerage firms and others for expenses involved in
forwarding proxy materials to beneficial owners or soliciting their
execution. In addition to solicitations by mail, the Company,
through its directors and officers, may solicit proxies in person,
by telephone or by electronic means. Such directors and officers
will not receive any special remuneration for these efforts. We
have retained Advantage Proxy, Inc. (“Advantage Proxy”) to
assist us in soliciting proxies. If you have questions about how to
vote or direct a vote in respect of your shares, you may contact
Advantage Proxy at (877) 870-8565 (toll free) or by email at
ksmith@advantageproxy.com. The Company has agreed to pay Advantage
Proxy a fee of $5,500 and expenses, for its services in connection
with the extraordinary general meeting. |
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Q. |
How do I change my
vote? |
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A. If you have submitted a proxy to
vote your shares and wish to change your vote, you may do so by
delivering a later-dated, signed proxy card to Origo’s secretary
prior to the date of the extraordinary general meeting or by voting
in person at the extraordinary general
meeting. Attendance at the extraordinary general meeting
alone will not change your vote. You also may revoke
your proxy by sending a notice of revocation to Origo located at
708 Third Avenue, New York, NY 10017, Attn: Corporate
Secretary. |
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Q. |
How are votes counted? |
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A. Votes will be counted
by the inspector of election appointed for the meeting, who will
separately count “FOR,” “AGAINST” and “ABSTAIN”
votes. The Extension Amendment must be approved by a
special resolution (requiring at least two-thirds of members who,
being entitled to do so, vote at the extraordinary general
meeting). The affirmative vote of a majority of the Company’s
shares present (in person or by proxy) and voting at the
extraordinary general meeting will be required to adjourn the
extraordinary general meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the extraordinary
general meeting, there are not sufficient votes to approve the
Extension Amendment.
Abstentions (but not broker
non-votes) will be counted towards the quorum requirement but will
not count as votes for the purposes of the voting
threshold.
If your shares are held by your
broker as your nominee (that is, in “street name”), you may need to
obtain a proxy form from the institution that holds your shares and
follow the instructions included on that form regarding how to
instruct your broker to vote your shares. If you do not
give instructions to your broker, your broker can vote your shares
with respect to “discretionary” items, but not with respect to
“non-discretionary” items. Discretionary items are
proposals considered routine under the rules of the New York Stock
Exchange applicable to member brokerage firms. These
rules provide that for routine matters your broker has the
discretion to vote shares held in street name in the absence of
your voting instructions. On non-discretionary items for
which you do not give your broker instructions, the shares will be
treated as broker non-votes. We believe the proposals presented to
the shareholders at the extraordinary general meeting will be
considered non-discretionary and therefore your broker cannot vote
your shares without your instruction.
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Q. |
If my
shares are held in “street name,” will my broker automatically vote
them for me? |
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A. Your broker cannot vote your
shares unless you provide instructions on how to
vote. You should instruct your broker to vote your
shares. Your broker can tell you how to provide these
instructions.
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Q. |
What is a quorum
requirement? |
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A. A quorum of
shareholders is necessary to hold a valid meeting. The
presence in person or by proxy or, if a corporation or other
non-natural person, by its duly authorized representative, of the
holders of a majority of the outstanding ordinary shares of Origo
constitutes a quorum.
Your shares will be counted towards
the quorum only if you submit a valid proxy (or one is submitted on
your behalf by your broker, bank or other nominee) or if you vote
in person at the extraordinary general
meeting. Abstentions (but not broker non-votes) will be
counted towards the quorum requirement but will not count as votes
for the purposes of the voting threshold. If there is no
quorum present within half an hour of the time appointed for the
meeting, the meeting shall stand adjourned to the same day in the
next week at the same time and place or to such other day, time and
place as the directors may determine.
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Q. |
Who can vote at the
extraordinary general meeting? |
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A. Only holders of record
of Origo’s ordinary shares at the close of business on August 21,
2017 are entitled to have their vote counted at the extraordinary
general meeting and any adjournments or postponements
thereof. On this record date, 3,321,437 ordinary shares
were outstanding and entitled to vote.
Shareholder of Record: Shares
Registered in Your Name . If on the record date your
shares were registered directly in your name with Origo’s transfer
agent, Continental Stock Transfer & Trust Company, then
you are a shareholder of record. As a shareholder of
record, you may vote in person at the extraordinary general meeting
or vote by proxy. Whether or not you plan to attend the
extraordinary general meeting in person, we urge you to fill out
and return the enclosed proxy card to ensure your vote is
counted.
Beneficial Owner: Shares
Registered in the Name of a Broker or Bank . If on
the record date your shares were held, not in your name, but rather
in an account at a brokerage firm, bank, dealer, or other similar
organization, then you are the beneficial owner of shares held in
“street name” and these proxy materials are being forwarded to you
by that organization. As a beneficial owner, you have
the right to direct your broker or other agent on how to vote the
shares in your account. You are also invited to attend
the extraordinary general meeting. However, since you
are not the shareholder of record, you may not vote your shares in
person at the extraordinary general meeting unless you request and
obtain a valid proxy from your broker or other agent.
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Q. |
Does
the board recommend voting for the approval of the Extension
Amendment and the Adjournment Proposal? |
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A. Yes. After careful
consideration of the terms and conditions of these proposals, the
board of directors of the Company has determined that the Extension
Amendment and the Adjournment Proposal are fair to and in the best
interests of Origo and its shareholders. The board of
directors recommends that Origo’s shareholders vote “FOR” the
Extension Amendment and the Adjournment Proposal. |
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What
interests do the Company’s current and former directors and
officers have in the approval of the proposals? |
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A. Origo’s current and former
directors, officers, initial shareholders and their affiliates have
interests in the proposals that may be different from, or in
addition to, your interests as a shareholder. These
interests include ownership of certain securities of the Company
and loans by them that will not be repaid or converted into
additional securities in the event of our winding
up. See the section entitled “ The Extension
Amendment—Interests of Origo’s Current and Former Directors and
Officers .” |
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Q. |
What if I object to the
Extension Amendment? Do I have appraisal
rights? |
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A. Origo shareholders
do not have appraisal rights in connection with the Extension
Amendment under the Companies Law (2016 Revision) of the Cayman
Islands (the “Companies Law”). |
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Q. |
What happens to the Origo rights and
warrants if the Extension Amendment is not
approved? |
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A. If the Extension Amendment is not
approved, we will automatically wind up, liquidate and dissolve
effective starting on September 12, 2017. In such event,
your rights and warrants will become worthless. |
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Q. |
What happens to the Origo rights and
warrants if the Extension Amendment is
approved? |
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A. If the Extension Amendment is
approved, Origo will continue to attempt to consummate the Merger
or another initial business combination with potential targets
until the Extended Date, and will retain the blank check company
restrictions previously applicable to it. The rights and
warrants will remain outstanding in accordance with their
terms. |
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Q. |
What do I need to do
now? |
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A. Origo urges you to read carefully
and consider the information contained in this proxy statement,
including the annex, and to consider how the proposals will affect
you as an Origo shareholder. You should then vote as
soon as possible in accordance with the instructions provided in
this proxy statement and on the enclosed proxy card. |
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Q. |
How do I vote? |
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A. If you are a holder of
record of Origo ordinary shares, you may vote in person at the
extraordinary general meeting or by submitting a proxy for the
extraordinary general meeting. Whether or not you plan
to attend the extraordinary general meeting in person, we urge you
to vote by proxy to ensure your vote is counted. You may
submit your proxy by completing, signing, dating and returning the
enclosed proxy card in the accompanying pre-addressed postage paid
envelope. You may still attend the extraordinary general
meeting and vote in person if you have already voted by
proxy.
If your shares of Origo are held in
“street name” by a broker or other agent, you have the right to
direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the
extraordinary general meeting. However, since you are
not the shareholder of record, you may not vote your shares in
person at the extraordinary general meeting unless you request and
obtain a valid proxy from your broker or other
agent.
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Q. |
How do I
convert my shares of Origo ordinary shares? |
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A. If the Extension is
implemented, each public shareholder who votes for or against the
Extension Amendment may seek to convert his public shares for a pro
rata portion of the funds available in the trust account, less any
income taxes owed on such funds but not yet paid and funds released
to the Company for working capital, calculated as if they had
sought conversion of their shares in connection with any proposed
business combination proposal. You will also be able to convert
your public shares in connection with any shareholder vote to
approve a proposed business combination, or if the Company has not
consummated a business combination by the Extended Date.
To demand conversion, you must check
the box on the proxy card provided for that purpose and return the
proxy card in accordance with the instructions provided, and, at
the same time, ensure your bank or broker complies with the
requirements identified elsewhere herein. You will only be entitled
to receive cash in connection with a conversion of these shares if
you continue to hold them until the effective date of the
Extension. Any conversion referred to herein shall take effect as a
repurchase of shares as a matter of Cayman Islands law.
In connection with tendering your
shares for conversion, you must elect either to physically tender
your share certificates to Continental Stock Transfer & Trust
Company, the Company’s transfer agent, at Continental Stock
Transfer & Trust Company, One State Street, 30 th
Floor, New York, New York 10004, Attn: Mark Zimkind,
mzimkind@continentalstock.com , prior to the vote at the
extraordinary general meeting or to deliver your shares to the
transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, which election would
likely be determined based on the manner in which you hold your
shares.
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Q. |
What should I do if I
receive more than one set of voting materials? |
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A. You may receive more than one set
of voting materials, including multiple copies of this proxy
statement and multiple proxy cards or voting instruction cards, if
your shares are registered in more than one name or are registered
in different accounts. For example, if you hold your
shares in more than one brokerage account, you will receive a
separate voting instruction card for each brokerage account in
which you hold shares. Please complete, sign, date and
return each proxy card and voting instruction card that you receive
in order to cast a vote with respect to all of your Origo
shares. |
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Q. |
Who is paying for this
proxy solicitation? |
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A. Origo will pay for the
entire cost of soliciting proxies. In addition to these
mailed proxy materials, our directors and officers may also solicit
proxies in person, by telephone or by other means of
communication. These parties will not be paid any
additional compensation for soliciting proxies. We may
also reimburse brokerage firms, banks and other agents for the cost
of forwarding proxy materials to beneficial owners.
We have retained Advantage Proxy,
Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you
have questions about how to vote or direct a vote in respect of
your shares, you may contact Advantage Proxy at (877) 870-8565
(toll free) or by email at ksmith@advantageproxy.com. The Company
has agreed to pay Advantage Proxy a fee of $5,500 and expenses, for
its services in connection with the extraordinary general
meeting.
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Q. |
Who can
help answer my questions? |
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A. If you have questions
about the proposals or if you need additional copies of the proxy
statement or the enclosed proxy card you should contact:
Origo Acquisition
Corporation
708 Third Avenue
New York, New York
10017
Attn: Jose M.
Aldeanueva
Telephone: (212)
634-4512
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or:
Advantage Proxy,
Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877)
870-8565
Collect: (206)
870-8565
You may also obtain additional
information about the Company from documents filed with the SEC by
following the instructions in the section entitled “Where You Can
Find More Information.”
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FORWARD-LOOKING STATEMENTS
We believe that some of the information in this proxy statement
constitutes forward-looking statements. You can identify
these statements by forward-looking words such as “may,” “expect,”
“anticipate,” “contemplate,” “believe,” “estimate,” “intends,” and
“continue” or similar words. You should read statements
that contain these words carefully because they:
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discuss future expectations; |
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contain projections of future results of
operations or financial condition; or |
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state
other “forward-looking” information. |
We believe it is important to communicate our expectations to our
shareholders. However, there may be events in the future
that we are not able to predict accurately or over which we have no
control. The cautionary language discussed in this proxy
statement provide examples of risks, uncertainties and events that
may cause actual results to differ materially from the expectations
described by us in such forward-looking statements, including,
among other things, claims by third parties against the trust
account, unanticipated delays in the distribution of the funds from
the trust account and Origo’s ability to finance and consummate any
proposed business combination. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this proxy statement.
All forward-looking statements included herein attributable to
Origo or any person acting on Origo’s behalf are expressly
qualified in their entirety by the cautionary statements contained
or referred to in this section. Except to the extent
required by applicable laws and regulations, Origo undertakes no
obligation to update these forward-looking statements to reflect
events or circumstances after the date of this proxy statement or
to reflect the occurrence of unanticipated events.
BACKGROUND
We are a Cayman Islands exempted company incorporated on August 26,
2014 for the purpose of entering into a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses
or entities.
In December 2014, we consummated our IPO of 4,200,000 units,
including 200,000 units under the underwriters’ over-allotment
option, with each unit consisting of one ordinary share, one right
to receive one-tenth of one ordinary share upon consummation of a
business combination and one warrant to purchase one-half of one
ordinary share at a price of $11.50 per full share. The units
were sold at an offering price of $10.00 per unit, generating gross
proceeds of $42,000,000.
Prior to our IPO, our initial shareholders purchased an aggregate
of 1,050,000 initial shares from us for an aggregate of $25,000,
and simultaneously with the consummation of the IPO, the insiders
and the underwriters in the IPO purchased an aggregate of 286,000
units (the “private units”), of which our initial shareholders
purchased 265,000 private units and the underwriters purchased
21,000 private units, all for an aggregate of
$2,860,000. The net proceeds of the IPO plus the
proceeds of the sale of the private units were deposited in the
trust account.
On June 10, 2016, the Company held an extraordinary general meeting
of shareholders (the “Initial Meeting”). At the Initial Meeting,
the shareholders approved each of the following items: (i) the
Initial Extension (ii) an amendment to the amended and restated
memorandum and articles of association (the “charter”) to allow the
holders of public shares to elect to convert their public shares
into their pro rata portion of the funds held in the Trust Account
and (iii) to change the Company’s name from “CB Pharma Acquisition
Corp.” to “Origo Acquisition Corporation”. Under Cayman Islands
law, the amendments to the charter took effect upon their
approval.
On May 20, 2016, we entered into an agreement (the “Transfer
Agreement”) with the holders of the 1,050,000 ordinary shares
issued by us prior to the IPO (such shares being referred to as the
“initial shares” and the holders of the initial shares (including
the transferees described herein) being referred to as the “initial
shareholders”) and each of EJF Opportunities, LLC, Stephen B.
Pudles, Jose M. Aldeanueva, Jeffrey J. Gutovich Profit Sharing Plan
and Barry Rodgers (collectively being referred to as the
“investors”) pursuant to which the initial shareholders transferred
to the investors the 1,050,000 initial shares held by them. Our
former directors also (i) appointed Edward J. Fred, Jose M.
Aldeanueva, Stephen B. Pudles, Jeffrey J. Gutovich and Barry
Rodgers as members of our board of directors and Messrs. Fred and
Aldeanueva as Chief Executive Officer and President and Chief
Financial Officer, Treasurer and Secretary of the Company,
respectively (such new officers and directors collectively referred
to herein as the “Current Management”), and (ii) tendered their
resignations to be effective upon approval of the prior extension
amendment in June 2016.
At the Initial Meeting, shareholders holding 1,054,401 public
shares exercised their right to convert such public shares into a
pro rata portion of the trust account. As a result, approximately
$10.76 million (or approximately $10.20 per share) was removed from
the trust account to pay such holders. In connection with the
Initial Extension, the Current Management of the Company provided a
loan to the Company of $0.20 for each public share that was not
converted, for an aggregate amount of approximately $629,000, and
deposited in the trust account.
On December 12, 2016, the Company held an annual general meeting of
shareholders (the “Second Meeting”). At the Second Meeting, the
shareholders approved the Second Extension. At the Second Meeting,
shareholders holding 36,594 public shares exercised their right to
convert such public shares into a pro rata portion of the trust
account. Because the Second Extension was approved, the Current
Management of the Company provided a loan to the Company of $0.10
for each public share that was not converted, for an aggregate
amount of approximately $310,900, and deposited in the trust
account.
On March 10, 2017, the Company held an extraordinary general
meeting of shareholders (the “Third Meeting”). At the Third
Meeting, the shareholders approved the Third Extension. At the
Third Meeting, shareholders holding 1,123,568 public shares
exercised their right to convert such public shares into a pro rata
portion of the trust account. Because the Third Extension was
approved, the Current Management of the Company provided a loan to
the Company of $0.025 per month for each public share that was not
converted, for an aggregate amount of approximately $300,000, and
deposited in the trust account.
In addition to the aforementioned contributions, Current Management
loaned the Company an additional $[●] for the Company’s working
capital needs, for an aggregate of approximately $[●] million
loaned to the Company, which, with interest, will equal $[●]
million at the time of repayment. If the Extension Amendment
is not approved, the loans will not be repaid by the Company and
all amounts owed thereunder by the Company will be forgiven except
to the extent that the Company had funds available to it outside of
the trust account.
As of August [●], 2017, Origo had approximately $[●] million,
representing approximately $[●] per share of cash, in the trust
account.
The mailing address of Origo’s principal executive office is 708
Third Avenue, New York, NY 10017, and its telephone number is (212)
634-4512.
THE EXTENSION AMENDMENT
The Extension Amendment Proposal
Origo is proposing to amend its charter to extend the date by which
Origo has to consummate a business combination to the Extended
Date.
On July 24, 2017, we entered into a
Merger Agreement (the “Merger Agreement”) with Hightimes Holdings
Corp., a Delaware corporation (“HTH”), HTH Merger Sub, Inc .
, a Delaware corporation and our
wholly-owned subsidiary (“Merger Sub”), and Jose Aldeanueva, in his
capacity as the representative for our shareholders (the “Origo
Representative”).
HTH, directly and indirectly through its direct and indirect
subsidiaries, consisting of Trans-High Corporation, a New York
corporation (“THC”), and the subsidiaries of THC, does business as
“HIGH TIMES,”® and is an established Cannabis media brand that for
the past 42 years has published “HIGH TIMES,”® Magazine. The
business of HTH is focused on the following four fundamental
activities: (a) the publication of a monthly magazine, (b) the
production of trade shows, festivals and events which are known as
the “High Times Cannabis Cup”, (c) e-commerce, and (d) licensing
and branding.
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
23,474,178 common shares of Origo (the “Merger Consideration”),
which is equal to $250.0 million 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 into a number of Origo common shares
calculated by dividing the outstanding principal and interest of
all such HTH Purchase Notes 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 a new equity incentive plan 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.
However, the Company will not be able to complete the Merger by
September 12, 2017. Therefore, our board has determined that it is
in the best interests of our shareholders to extend the date that
Origo has to consummate a business combination to the Extended Date
in order to consummate the Merger or another business
combination.
If the Extension Amendment proposal is not approved, we will
automatically wind up, dissolve and liquidate starting on September
12, 2017.
The board of directors believes that decisions regarding Origo’s
future, such as whether to continue its existence or have its
existence terminate, should be determined by Origo’s current
shareholders and they should not be bound by the restrictions
implemented by the shareholders at the time of the IPO or as
contained in the charter. The current shareholders
should not be prohibited from amending the charter to allow Origo
to continue its existence, especially since all holders of public
shares are being offered the opportunity to convert their public
shares and receive their pro rata portion of the trust account in
connection with the approval of the proposals which will occur
close in time to September 12, 2017.
We will not proceed with the Extension if we do not have at
least $5,000,001 of net tangible assets following approval of the
Extension Amendment, after taking into account the Conversion. All
holders of our public shares, whether they vote for or against the
Extension Amendment, are entitled to convert all or a portion of
their public shares into their pro rata portion of the trust
account, provided that the Extension is
implemented.
A public shareholder’s election to convert his public shares shall
constitute consent for the Company to remove the Withdrawal Amount
from the trust account relating to converted public shares, deliver
to the holders of such shares so tendered such pro rata portion of
the trust account and leave the remainder of the funds in the trust
account until the earlier to occur of (y) the completion of a
business combination or (z) the Extended Date.
We estimate that the per-share pro rata portion of the trust
account will be approximately $10.65 at the time of the
extraordinary general meeting. The closing price of our ordinary
shares on August [●], 2017 was $[●]. Accordingly, if the market
price were to remain the same until the date of the meeting,
exercising conversion rights would result in a public shareholder
receiving approximately $[●] more than if he sold his shares in the
open market. The Company cannot assure shareholders that they will
be able to sell their shares in the open market, even if the market
price per share is higher than the conversion price stated above,
as there may not be sufficient liquidity in its securities when
such shareholders wish to sell their shares.
If the Extension Amendment is approved, the Current Management has
agreed to make the Contribution of $0.025 for each public share
that is not converted, or portion thereof, that is needed by Origo
to complete the Merger or another business combination from
September 12, 2017 (the date by which Origo is currently required
to complete its business combination) until the Extended Date (the
“Contribution”). For example, if Origo takes until December 12,
2017 to complete its business combination, which would represent
three calendar months, Origo’s insiders would make aggregate
Contributions of approximately $150,000 (assuming no public shares
were converted). Each Contribution will be deposited in the trust
account established in connection with Origo’s initial public
offering within seven calendar days from the beginning of such
calendar month (or portion thereof). Accordingly, if the Extension
Amendment is approved and the Extension is implemented and Origo
takes the full time through the Extended Date to complete the
initial business combination, the conversion amount per share at
the meeting for such business combination or Origo’s subsequent
liquidation will be approximately $10.725 per share, in comparison
to the current conversion amount of approximately $10.65 per share
(assuming no public shares were converted). The Contribution is a
condition to the implementation of the Extension Amendment. The
Contribution will not occur if the Extension Amendment is not
approved or the Extension is not completed. Current Management will
have the sole discretion whether to continue extending for
additional calendar months until the Extended Date and if Current
Management determines not to continue extending for additional
calendar months, its obligation to make additional Contributions
will terminate.
The full text of the Extension Amendment resolution is set forth in
Annex A.
Reasons for the Extension Amendment Proposal
Origo’s IPO prospectus and charter provided that Origo had until
June 12, 2016 to complete a business combination. In June 2016, the
Company’s shareholders approved the Initial Extension and that date
was later extended to December 12, 2016. In December 2016, the
Company’s shareholders approved the Second Extension and that date
was further extended to March 12, 2017. In March 2017, the
Company’s shareholders approved the Third Extension and that date
was further extended to September 12, 2017. Origo and its officers
and directors agreed that it would not seek to amend Origo’s
charter to allow for a longer period of time to complete a business
combination unless it provided dissenting holders of public shares
with the right to seek conversion of their public shares in
connection therewith. Origo has determined that it will not be able
to consummate a business combination by September 12, 2017.
Accordingly, Origo is proposing the Extension Amendment to allow
for a longer period of time to complete the Merger or another
business combination.
If the Extension Amendment is Not Approved
If the Extension Amendment is not approved, we will automatically
wind up, dissolve and liquidate starting on September 12, 2017.
The holders of the initial shares have waived their rights to
participate in any liquidation distribution with respect to such
initial shares. There will be no distribution from the
trust account with respect to Origo’s rights or warrants which will
expire worthless in the event we wind up. Origo will pay
the costs of liquidation from its remaining assets outside of the
trust account. If such funds are insufficient, Edward
Fred has agreed to advance the funds necessary to complete such
liquidation (currently anticipated to be no more than approximately
$15,000) and has agreed not to seek repayment of such
expenses.
If the Extension Amendment is Approved
If the Extension Amendment is approved, Origo will file an
amendment to the charter to extend the time it has to complete a
business combination until the Extended Date. Origo will remain a
reporting company under the Securities Exchange Act of 1934 and its
units, ordinary shares, rights and warrants will remain publicly
traded. Origo will then continue to work to consummate
the Merger or another initial business combination by the Extended
Date.
You are not being asked to vote on the Merger or any other
proposed business combination at this time. If the Extension is
implemented and you do not elect to convert your public shares, you
will retain the right to vote on the Merger or any other proposed
business combination when and if one is submitted to shareholders
and the right to convert your public shares into a pro rata portion
of the trust account in the event the Merger or another proposed
business combination is approved and completed or the Company has
not consummated a business combination by the Extended
Date.
If the Extension Amendment is approved, the Current Management has
agreed to make the Contribution of $0.025 for each public share
that is not converted, for each calendar month (commencing on
September 12, 2017 and on the 12 th day of each
subsequent month) or portion thereof, that is needed by Origo to
complete the Merger or another business combination from September
12, 2017 (the date by which Origo is currently required to complete
its business combination) until the Extended Date (the
“Contribution”). For example, if Origo takes until December 12,
2017 to complete its business combination, which would represent
three calendar months, Origo’s insiders would make aggregate
Contributions of approximately $150,000 (assuming no public shares
were converted). Each Contribution will be deposited in the trust
account established in connection with Origo’s initial public
offering within seven calendar days from the beginning of such
calendar month (or portion thereof). Accordingly, if the Extension
Amendment is approved and the Extension is implemented and Origo
takes the full time through the Extended Date to complete the
initial business combination, the conversion amount per share at
the meeting for such business combination or Origo’s subsequent
liquidation will be approximately $10.725 per share, in comparison
to the current conversion amount of approximately $10.65 per share
(assuming no public shares were converted). The Contribution is
conditional upon the implementation of the Extension Amendment. The
Contribution will not occur if the Extension Amendment is not
approved or the Extension is not completed. The amount of the
Contribution will not bear interest and will be repayable by us to
the Current Management upon consummation of an initial business
combination. If Current Management advises us that it does not
intend to make the Contribution, then the Extension Amendment and
the Adjournment Proposal will not be put before the shareholders at
the extraordinary general meeting and we will dissolve and
liquidate in accordance with our charter. Current Management will
have the sole discretion whether to continue extending for
additional calendar months until the Extended Date and if Current
Management determines not to continue extending for additional
calendar months, its obligation to make additional Contributions
will terminate.
If the Extension Amendment is approved, and the Extension is
implemented, the removal of the Withdrawal Amount from the
trust account will reduce the amount held in the trust account and
Origo’s net asset value based on the number of shares that seek
conversion. Origo cannot predict the amount that will
remain in the trust account if the Extension Amendment is approved,
and the amount remaining in the trust account may be only a small
fraction of the approximately $[●] million that was in the trust
account as of August [●], 2017. However, we will not
proceed if we do not have at least $5,000,001 of net tangible
assets following approval of the Extension Amendment and the
Conversion (not including the Contribution).
Conversion Rights
If the Extension Amendment is approved, and the Extension is
implemented, each public shareholder, whether they vote for or
against the Extension Amendment, may seek to convert his public
shares for a pro rata portion of the funds available in the trust
account, less any income taxes owed on such funds but not yet paid
and funds released to the Company for working capital, calculated
as if they had voted against a business combination proposal. You
will also be able to convert your public shares in connection with
any shareholder vote to approve a proposed business combination, or
if the Company has not consummated a business combination by the
Extended Date.
TO DEMAND CONVERSION, YOU MUST CHECK THE BOX ON THE PROXY CARD
PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE
WITH THE INSTRUCTIONS PROVIDED AND, AT THE SAME TIME, ENSURE YOUR
BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE
HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT
PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT . You will only be
entitled to receive cash in connection with a conversion of these
shares if you continue to hold them until the effective date of the
Extension Amendment.
In connection with tendering your shares for conversion, you must
elect either to physically tender your share certificates to
Continental Stock Transfer & Trust Company, the Company’s
transfer agent, at Continental Stock Transfer & Trust Company,
One State Street, 30 th Floor, New York, New York 10004,
Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the
vote for the Extension Amendment, or to deliver your shares to the
transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, which election would
likely be determined based on the manner in which you hold your
shares. The requirement for physical or electronic delivery prior
to the vote at the extraordinary general meeting ensures that a
converting holder’s election is irrevocable once the Extension
Amendment is approved. In furtherance of such irrevocable election,
shareholders making the election will not be able to tender their
shares after the vote at the extraordinary general meeting.
Through the DWAC system, this electronic delivery process can be
accomplished by the shareholder, whether or not it is a record
holder or its shares are held in “street name,” by contacting the
transfer agent or its broker and requesting delivery of its shares
through the DWAC system. Delivering shares physically may take
significantly longer. In order to obtain a physical stock
certificate, a shareholder’s broker and/or clearing broker, DTC,
and the Company’s transfer agent will need to act together to
facilitate this request. There is a nominal cost associated with
the above-referenced tendering process and the act of certificating
the shares or delivering them through the DWAC system. The transfer
agent will typically charge the tendering broker $45 and the broker
would determine whether or not to pass this cost on to the
redeeming holder. It is the Company’s understanding that
shareholders should generally allot at least two weeks to obtain
physical certificates from the transfer agent. The Company does not
have any control over this process or over the brokers or DTC, and
it may take longer than two weeks to obtain a physical stock
certificate. Such shareholders will have less time to make their
investment decision than those shareholders that deliver their
shares through the DWAC system. Shareholders who request physical
stock certificates and wish to convert may be unable to meet the
deadline for tendering their shares before exercising their
conversion rights and thus will be unable to convert their
shares.
Certificates that have not been tendered in accordance with
these procedures prior to the vote for the Extension Amendment will
not be converted into a pro rata portion of the funds held in the
trust account. In the event that a public shareholder tenders its
shares and decides prior to the vote at the extraordinary general
meeting that it does not want to convert its shares, the
shareholder may withdraw the tender. If you delivered your shares
for conversion to our transfer agent and decide prior to the vote
at the extraordinary general meeting not to convert your shares,
you may request that our transfer agent return the shares
(physically or electronically). You may make such request by
contacting our transfer agent at address listed above. In the event
that a public shareholder tenders shares and the Extension
Amendment is not approved, these shares will not be converted and
the physical certificates representing these shares will be
returned to the shareholder promptly following the determination
that the Extension Amendment will not be approved. The Company
anticipates that a public shareholder who tenders shares for
conversion in connection with the vote to approve the Extension
Amendment would receive payment of the conversion price for such
shares soon after the completion of the Extension. The transfer
agent will hold the certificates of public shareholders that make
the election until such shares are converted for cash or returned
to such shareholders.
If properly demanded, the Company will convert each public share
for a pro rata portion of the funds available in the trust account,
less any income taxes owed on such funds but not yet paid and funds
released to the Company for working capital, calculated as of two
days prior to the filing of the amendment to the charter. As of the
record date, this would amount to approximately $10.65 per share.
The closing price of Origo’s ordinary shares on August [●], 2017
was $[●]. Accordingly, if the market price were to remain the same
until the date of the meeting, exercising conversion rights would
result in a public shareholder receiving approximately $[●] more
than if he, she or it sold their shares in the open market.
Additionally, if the Extension Amendment is approved and Current
Management makes the Contribution, the conversion price for any
subsequent business combination or liquidation will be
approximately $10.725, or $0.075 per share more than the current
conversion price.
If you exercise your conversion rights, you will be exchanging your
ordinary shares for cash and will no longer own the shares. You
will be entitled to receive cash for these shares only if you vote
for or against the Extension Proposal, properly demand conversion
and tender your stock certificate(s) to the Company’s transfer
agent prior to the vote for the Extension Amendment. If the
Extension Amendment is not approved, these shares will be redeemed
in accordance with the terms of the charter promptly following the
meeting as described elsewhere herein.
The Board’s Reasons for the Extension Amendment
If the Extension Amendment is approved by the requisite vote of
shareholders, after the Withdrawal Amount has been removed from the
trust account, the remaining holders of public shares will retain
their right to redeem their shares for a pro rata portion of the
funds available in the trust account upon consummation of its
initial business combination. In addition, public shareholders who
vote for the Extension Amendment and do not elect to exercise their
conversion rights will have the opportunity to participate in any
liquidation distribution if the Company has not completed a
business combination by the Extended Date. However, the Company
will not proceed with the Extension Amendment, if after the
Conversion, the Company fails to have net tangible assets greater
than $5,000,001.
Origo is not asking you to vote on the Merger or any other proposed
business combination at this time. If you vote in favor of the
Extension Amendment and do not elect to convert your public shares,
you will retain the right to vote on the Merger or any other
proposed business combination in the future and the right to
convert your public shares into a pro rata portion of the trust
account in the event the Merger or another proposed business
combination is approved and completed or the Company has not
consummated a business combination by the Extended Date.
As discussed above, after careful consideration of all relevant
factors, Origo’s board of directors has determined that the
Extension Amendment is fair to, and in the best interests of, Origo
and its shareholders. The board of directors has
approved and declared advisable adoption of the Extension Amendment
and recommends that you vote “FOR” such adoption. The
board of directors expresses no opinion as to whether you should
convert your public shares.
Required Vote
The affirmative vote of 66-2/3% of Origo’s outstanding ordinary
shares who attend and vote at the extraordinary general meeting for
the Extension Amendment will be required to approve the Extension
Amendment
Recommendation of the Board
The Board recommends that you vote “FOR” the Extension
Amendment. The Board expresses no opinion as to whether
you should convert your public shares.
THE ADJOURNMENT PROPOSAL
The adjournment proposal, if adopted, will request the chairman of
the extraordinary general meeting (who has agreed to act
accordingly) to adjourn the extraordinary general meeting to a
later date or dates to permit further solicitation of proxies. The
adjournment proposal will only be presented to our shareholders in
the event, based on the tabulated votes, there are not sufficient
votes at the time of the extraordinary general meeting to approve
the Extension Amendment. If the adjournment proposal is not
approved by our shareholders, the chairman of the meeting shall not
adjourn the extraordinary general meeting to a later date in the
event, based on the tabulated votes, there are not sufficient votes
at the time of the extraordinary general meeting to approve the
Extension Amendment.
The full text of the Adjournment Proposal is set forth in Annex A.
Required Vote
The affirmative vote of a majority of the Company’s shares present
(in person or by proxy) and voting at the extraordinary general
meeting will be required to direct the chairman of the
extraordinary general meeting to adjourn the extraordinary general
meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote
at the time of the extraordinary general meeting, there are not
sufficient votes to approve the Extension Amendment.
Recommendation
The Board recommends that you vote “FOR” the adjournment
proposal.
THE EXTRAORDINARY GENERAL MEETING
Date, Time and Place. The extraordinary general
meeting of Origo’s shareholders will be held at 10:00 a.m., ET on
September 11, 2017, at the offices of Origo’s counsel, Ellenoff
Grossman & Schole LLP, at 1345 Avenue of the Americas, 11
th Floor, New York, NY 10105.
Voting Power; Record Date . You will be entitled
to vote or direct votes to be cast at the extraordinary general
meeting, if you owned Origo ordinary shares at the close of
business on August 21, 2017, the record date for the extraordinary
general meeting. You will have one vote per proposal for
each Origo share you owned at that time. Origo rights
and warrants do not carry voting rights.
Votes Required . Approval of the Extension
Amendment proposal will require a special resolution (a resolution
passed by a majority of at least two-thirds of members who, being
entitled to do so, vote at the extraordinary general
meeting). The affirmative vote of a majority of the Company’s
shares present (in person or by proxy) and voting at the
extraordinary general meeting will be required to adjourn the
extraordinary general meeting to a later date or dates, if
necessary, to permit further solicitation and vote of proxies if,
based upon the tabulated vote at the time of the extraordinary
general meeting, there are not sufficient votes to approve the
Extension Amendment.
At the close of business on the record date, there were 3,321,437
outstanding ordinary shares of Origo each of which entitles its
holder to cast one vote per proposal.
If you do not want the Extension Amendment approved, you must vote
against the proposal. If you want to obtain your pro rata
portion of the trust account in the event the Extension is
implemented, which will be paid shortly after the shareholder
meeting which is scheduled for September 11, 2017, you must vote
for or against the Extension Amendment and demand conversion of
your shares.
Proxies; Board Solicitation . Your proxy is being
solicited by the Origo board of directors on the proposal to
approve the Extension Amendment being presented to shareholders at
the extraordinary general meeting. No recommendation is
being made as to whether you should elect to convert your
shares. Proxies may be solicited in person or by
telephone. If you grant a proxy, you may still revoke
your proxy and vote your shares in person at the extraordinary
general meeting.
We have retained Advantage Proxy, Inc. (“Advantage Proxy”) to
assist us in soliciting proxies. If you have questions about how to
vote or direct a vote in respect of your shares, you may contact
Advantage Proxy at (877) 870-8565 (toll free) or by email at
ksmith@advantageproxy.com. The Company has agreed to pay Advantage
Proxy a fee of $5,500 and expenses, for its services in connection
with the special meeting.
Required Vote
Approval of the Extension Amendment will require a special
resolution (a resolution passed by a majority of at least
two-thirds of members who, being entitled to do so, vote at the
extraordinary general meeting).
The affirmative vote of a majority of the Company’s shares present
(in person or by proxy) and voting at the extraordinary general
meeting will be required to direct the chairman of the
extraordinary general meeting to adjourn the extraordinary general
meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote
at the time of the extraordinary general meeting, there are not
sufficient votes to approve the Extension Amendment.
All of Origo’s directors, executive officers, initial shareholders
and their affiliates are expected to vote all ordinary shares owned
by them in favor of the Extension Amendment and the Adjournment
Proposal. On the record date, such holders represented
approximately 31.6% of Origo’s issued and outstanding ordinary
shares.
In addition, Origo’s directors, executive officers, initial
shareholders and their affiliates may choose to buy ordinary shares
of Origo in the open market and/or through negotiated private
purchases. In the event that purchases do occur, the
purchasers may seek to purchase shares from shareholders who would
otherwise have voted against the Extension Amendment and elected to
convert their shares into a portion of the trust
account. Any ordinary shares of Origo purchased by
affiliates will be voted in favor of the Extension
Amendment.
Interests of Origo’s Current Management and Prior
Management
When you consider the recommendation of the Origo board of
directors, you should keep in mind that Origo’s current and prior
executive officers and directors, have interests that may be
different from, or in addition to, your interests as a
shareholder. These interests include, among other
things:
|
● |
If
the Extension Amendment is not approved and we are forced to wind
up, dissolve and liquidate by September 12, 2017 in accordance with
our charter, the 265,000 private units that were acquired by our
prior management team simultaneously with the IPO for an aggregate
purchase price of $2,650,000 will be worthless. Such
units had an aggregate market value of approximately $[●] based on
the last sale price of $[●] per unit on Nasdaq on August [●],
2017; |
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|
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|
● |
If
the Extension Amendment is not approved and we are forced to wind
up, dissolve and liquidate by September 12, 2017 as contemplated by
our IPO prospectus and in accordance with our charter, the
1,050,000 ordinary shares currently held by our Current Management
(as transferees from prior management), which were initially
acquired prior to the IPO by the initial shareholders for an
aggregate purchase price of $25,000, will be worthless (as the
holders have waived liquidation rights with respect to such
shares). Such shares had an aggregate market value of approximately
$[●] based on the last sale price of $[●] per share on Nasdaq on
August [●], 2017; |
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|
|
|
● |
Edward Fred, our chief executive officer and
director agreed that he would be liable under certain circumstances
to ensure that the proceeds in the trust account were not reduced
by the claims of target businesses or vendors or other entities
that were owed money by the Company for services rendered,
contracted for or products sold to the Company. We cannot assure
you that Mr. Fred will be able to satisfy these obligations if he
is required to do so as we have not asked him to reserve any funds
necessary to satisfy any such obligations; |
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|
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|
● |
All
rights specified in Origo’s charter relating to the right of
officers and directors to be indemnified by Origo, and of Origo’s
officers and directors to be exculpated from monetary liability
with respect to prior acts or omissions, will continue after the
Extension. If the Extension is not approved and Origo
liquidates, Origo will not be able to perform its obligations to
its officers and directors under those provisions; |
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|
● |
At
the Initial Meeting, shareholders holding 1,054,401 public shares
exercised their right to convert such public shares into a pro rata
portion of the trust account. Because the Initial Extension was
approved, the Current Management of the Company provided a loan to
the Company of $0.20 for each public share that was not converted,
for an aggregate amount of approximately $629,000, and deposited in
the trust account. In addition to the aforementioned contribution,
Current Management loaned the Company an additional $370,880 for
the Company’s working capital needs, for an aggregate of $1,000,000
loaned to the Company. If the Extension Amendment is not
approved, the loans will not be repaid by the Company and all
amounts owed thereunder by the Company will be forgiven except to
the extent that the Company had funds available to it outside of
the trust account; |
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|
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|
● |
At
the Second Meeting, shareholders holding 36,594 public shares
exercised their right to convert such public shares into a pro rata
portion of the trust account. Because the Second Extension was
approved, the Current Management of the Company provided a loan to
the Company of $0.10 for each public share that was not converted,
for an aggregate amount of approximately $310,900, and deposited in
the trust account. |
|
● |
At
the Third Meeting, shareholders holding 1,123,568 public shares
exercised their right to convert such public shares into a pro rata
portion of the trust account. Because the Third Extension was
approved, the Current Management of the Company provided a loan to
the Company of $0.025 per month for each public share that was not
converted, for an aggregate amount of approximately $300,000, and
deposited in the trust account. In addition to the aforementioned
contributions, Current Management loaned the Company an additional
$[●] for the Company’s working capital needs, for an aggregate of
approximately $[●] million loaned to the Company, which, with
interest, will equal $[●] million at the time of repayment.
If the Extension Amendment is not approved, the loans will
not be repaid by the Company and all amounts owed thereunder by the
Company will be forgiven except to the extent that the Company had
funds available to it outside of the trust account; |
|
● |
Fortress Biotech, an affiliate of our prior
management, has loaned the Company an aggregate of approximately
$325,000. The loans are non-interest bearing and are payable at the
consummation of a business combination. Fortress Biotech has agreed
to convert the loans into additional private units at $10.00 per
unit (or 32,500 units) upon consummation of an initial business
combination. If the Extension Amendment is not approved, the loans
will be forgiven as the Company will not be able to repay them;
and |
|
● |
Origo’s officers, directors, initial shareholders
and their affiliates are entitled to reimbursement of out-of-pocket
expenses incurred by them in connection with certain activities on
Origo’s behalf, such as identifying and investigating possible
business targets and business combinations. If Origo fails to
obtain the Extension and is forced to wind up, dissolve and
liquidate, they will not have any claim against the trust account
for reimbursement. Accordingly, Origo will not be able to reimburse
these expenses. Although as of the record date, Origo’s officers,
directors, initial shareholders and their affiliates had not
incurred any unpaid reimbursable expense, they may incur such
expenses in the future. |
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth certain information regarding the
beneficial ownership of Origo’s ordinary shares as of the record
date by:
|
● |
each
person known by us to be the beneficial owner of more than 5% of
our outstanding ordinary shares; |
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|
● |
each
of our current officers and directors; and |
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|
● |
all
current officers and directors as a group. |
As of the record date, there were a total of 3,321,437 ordinary
shares (including 1,985,437 public shares). Unless
otherwise indicated, all persons named in the table have sole
voting and investment power with respect to all ordinary shares
beneficially owned by them.
Name and Address of Beneficial Owner(1) |
|
Amount
and
Nature of
Beneficial
Ownership |
|
|
Approximate
Percentage
of
Outstanding
Shares of
Common
Stock |
|
Edward J.
Fred |
|
|
524,334 |
(2) |
|
|
15.8 |
% |
Jose M.
Aldeanueva |
|
|
117,000 |
|
|
|
3.5 |
% |
Stephen B.
Pudles |
|
|
264,333 |
|
|
|
8.0 |
% |
Jeffrey J.
Gutovich |
|
|
134,333 |
(3) |
|
|
4.0 |
% |
Barry Rodgers |
|
|
10,000 |
|
|
|
* |
|
Polar Securities
Inc. |
|
|
330,000 |
(4) |
|
|
9.9 |
% |
AQR Capital
Management, LLC |
|
|
325,500 |
(5) |
|
|
9.8 |
% |
|
|
|
|
|
|
|
|
|
All directors and
executive officers as a group (five individuals) |
|
|
1,050,000 |
|
|
|
31.6 |
% |
|
(1) |
Unless otherwise indicated, the business address
of each of the individuals is c/o Origo Acquisition Corporation,
708 Third Avenue, New York, NY 10017. |
|
|
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(2) |
Represents shares held by EJF Opportunities, LLC
which Mr. Fred controls. |
|
|
|
|
(3) |
Represents shares held by the Jeffrey J. Gutovich
Profit Sharing Plan which Mr. Gutovich controls. |
|
|
|
|
(4) |
The
business address of Polar Securities Inc. is 401 Bay Street, Suite
1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada. Information
derived from a Schedule 13G/A filed on December 22,
2014. |
|
|
|
|
(5) |
The
business address of AQR Capital Management, LLC is 24 Two Greenwich
Plaza, Greenwich, CT 06830. Information derived from a Schedule 13G
filed on February 2, 2016, as amended on February 14,
2017. |
All of the 1,050,000 initial shares
issued prior to our IPO are held in escrow with Continental Stock
Transfer & Trust Company, as escrow agent, pursuant to an
escrow agreement.
SHAREHOLDER PROPOSALS
If you are a shareholder and you want to include a proposal in the
proxy statement for the year 2017 annual general meeting, you need
to provide it to Origo by no later than approximately [●],
2017. You should direct any proposals to Origo’s
secretary at Origo’s principal office.
If the Extension Amendment is not approved, there will be no annual
general meeting in 2017.
DELIVERY OF DOCUMENTS TO SHAREHOLDERS
Pursuant to the rules of the SEC, Origo and its agents that deliver
communications to its shareholders are permitted to deliver to two
or more shareholders sharing the same address a single copy of
Origo’s proxy statement. Upon written or oral request,
Origo will deliver a separate copy of the proxy statement to any
shareholder at a shared address who wishes to receive separate
copies of such documents in the future. Shareholders
receiving multiple copies of such documents may likewise request
that Origo deliver single copies of such documents in the
future. Shareholders may notify Origo of their requests
by calling or writing Origo at Origo’s principal executive offices
at 708 Third Avenue, New York, NY 10017.
WHERE YOU CAN FIND MORE INFORMATION
Origo files reports, proxy statements and other information with
the SEC as required by the Securities Exchange Act of 1934, as
amended. You may read and copy reports, proxy statements
and other information filed by Origo with the SEC at its public
reference room located at 100 F Street, N.E., Washington, D.C.
20549-1004. You may obtain information on the operation
of the Public Reference Room by calling the SEC at
1-800-SEC-0330. You may also obtain copies of the
materials described above at prescribed rates by writing to the
SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C.
20549-1004. Origo files its reports, proxy statements
and other information electronically with the SEC. You
may access information on Origo at the SEC website containing
reports, proxy statements and other information at
http://www.sec.gov.
You may obtain this additional information, or additional copies of
this proxy statement, at no cost, and you may ask any questions you
may have about the Extension Amendment or the Adjournment Proposal
by contacting us at the following address, telephone number or
facsimile number:
Origo Acquisition Corporation
708 Third Avenue
New York, NY 10017
Tel: (212) 634-4512
or:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
In order to receive timely delivery of the documents in advance of
the extraordinary general meeting, you must make your request for
information no later than August 31, 2017.
ANNEX A
ORIGO ACQUISITION CORPORATION
(the “Company”)
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
Extension Amendment Proposal
It is resolved as a special resolution THAT, provided the Company
has received confirmation from the Current Management (as defined
in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on August [●], 2017) on or
before September 12, 2017 that the initial Contribution (as defined
in the Company’s definitive proxy statement filed with the
Securities and Exchange Commission on August [●], 2017) will be
received by the Company within seven calendar days from September
12, 2017, the Amended and Restated Memorandum and Articles of
Association of the Company be amended by amending Article 48.4 by
deleting the introduction of such section in its entirety and
replacing it with the following:
48.4 |
In the event that the Company does not consummate
a Business Combination by December 12, 2017 or such earlier date as
determined by the Directors: |
Adjournment Proposal
It is resolved to direct the chairman of the Meeting to adjourn the
Meeting to a later date or dates, if necessary, to permit further
solicitation and vote of proxies if, based upon the tabulated vote
at the time of the Meeting, there are not sufficient votes to
approve the Extension Amendment Proposal.
PROXY
ORIGO ACQUISITION CORPORATION
708 THIRD AVENUE
NEW YORK, NY 10017
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
SEPTEMBER 11, 2017
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
ORIGO ACQUISITION CORPORATION
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD
ON
SEPTEMBER 11, 2017
The undersigned, revoking any previous proxies relating to these
shares, hereby acknowledges receipt of the Notice and Proxy
Statement, dated August [●], 2017, in connection with the
extraordinary general meeting and at any adjournments thereof (the
“Meeting”) to be held at 10:00 a.m. ET on September 11, 2017 at the
offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the
Americas, 11 th Floor, New York, NY 10105, and hereby
appoints Jose M. Aldeanueva and Edward Fred, and each of them (with
full power to act alone), the attorneys and proxies of the
undersigned, with power of substitution to each, to vote all
ordinary shares of Origo Acquisition Corporation (the “Company”)
registered in the name provided, which the undersigned is entitled
to vote at the Meeting with all the powers the undersigned would
have if personally present. Without limiting the general
authorization hereby given, said proxies are, and each of them is,
instructed to vote or act as follows on the proposals set forth in
this Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED “FOR” PROPOSALS 1 AND 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND
2.
Important Notice Regarding the Availability of Proxy Materials
for the Extraordinary General Meeting of Shareholders to be held on
September 11, 2017: This notice of meeting and the accompany
proxy statement are available at
http://www.cstproxy.com/origoacquisitioncorp/2017.
|
|
FOR |
AGAINST |
ABSTAIN |
|
|
|
|
|
Proposal 1 – Extension
Amendment |
|
☐ |
☐ |
☐ |
Amend
Origo’s amended and restated memorandum and articles of association
to extend the date that Origo has to consummate a business
combination to December 12, 2017 or such earlier date as determined
by the Directors. |
|
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|
|
|
|
|
|
Proposal 2 – Adjournment of the
Meeting |
|
☐ |
☐ |
☐ |
To
direct the chairman of the Meeting to adjourn the Meeting to a
later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time
of the Meeting, there are not sufficient votes to approve the
Extension Amendment. |
|
|
|
|
Only if you vote “FOR” or “AGAINST” Proposal 1 and you hold
ordinary shares of the Company issued in the Company’s initial
public offering, or public shares, may you exercise your conversion
rights with respect to all or a portion of your public shares by
marking the “Exercise Conversion Rights” box below and indicating
how many public shares for which you are exercising such conversion
rights in the space provided. If you exercise your
conversion rights, then you will be exchanging the indicated number
of your public shares for cash and you will no longer own such
public shares. YOU WILL ONLY BE ENTITLED TO RECEIVE
CASH FOR THOSE PUBLIC SHARES IF YOU TENDER YOUR SHARE CERTIFICATES
REPRESENTING SUCH CONVERTED PUBLIC SHARES TO THE COMPANY’S DULY
APPOINTED AGENT PRIOR TO THE VOTE AT SUCH MEETING.
EXERCISE CONVERSION RIGHTS ☐
CONVERT _____________ PUBLIC SHARES OF THE COMPANY
|
Dated: |
__________________________, 2017 |
|
|
|
|
|
Shareholder’s
Signature |
|
|
|
|
|
Shareholder’s
Signature |
Signature should agree with name printed hereon. If
shares are held in the name of more than one person, EACH joint
owner should sign. Executors, administrators, trustees,
guardians, and attorneys should indicate the capacity in which they
sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED
TO CONTINENTAL STOCK TRANSFER & TRUST
COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSALS 1 AND 2. THIS
PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.