/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
TORONTO, March 2, 2021 /CNW/ - Abigail Capital
Corporation (TSXV: ACC.P) ("ACC") and OverActive Media Corp.
("OverActive" or the "Corporation") are pleased
to announce that they have entered into a non-binding letter of
intent dated February 13, 2021 (the
"Letter of Intent"), which outlines the terms and conditions
pursuant to which ACC and the Corporation will complete a
transaction that will result in a go-public event for the
Corporation (the "Proposed Transaction"). The Proposed
Transaction will be an arm's length transaction, and, if completed,
will constitute ACC's "Qualifying Transaction" (as such term
is defined in Policy 2.4 – Capital Pool Companies
("Policy 2.4") of the TSX Venture Exchange (the
"TSXV") Corporate Finance Manual (the "Manual")).
In connection with the Proposed Transaction, ACC and the
Corporation will issue a subsequent news release setting out
further information contemplated in Policy 2.4. On closing of the
Proposed Transaction (the "Closing"), it is expected that
the Resulting Issuer will be listed on TSXV.
OverActive Media Corp.
OverActive was incorporated in 2017 under the Ontario Business Corporations Act
(the "OBCA") with a mandate to build an integrated company
delivering esports and other entertainment products to today's
generation of fans. OverActive is a global esports and
entertainment organization that combines franchised team ownership
with audience engagement to connect with fans, franchise partners
and corporate sponsors around the world. In North America, OverActive owns the Toronto
Defiant of the Overwatch League and the Toronto Ultra of the Call
of Duty League. In Europe,
OverActive operates the Spain-based MAD Lions organization with teams
in League of Legends European Championship and in Counter-Strike
Global Offensive.
The Corporation is not a reporting issuer in any province or
territory of Canada. The Companies
principal investors include, BCE Inc., Michael Kimel, President of Harlo Capital and
part owner of the Pittsburgh Penguins and Sheldon Pollack, founder and President of Ov2
Capital Inc. and Chairman of the Board of AcuityAds Holdings.
The Corporation is led by a team of seasoned executives, that have
a track record of execution and shareholder value creation in the
sports and entertainment businesses, including prior experiences at
Maple Leaf Sports & Entertainment, Bell Media, the Canadian
Olympic Committee, Google, Nike and CBC.
Abigail Capital Corporation
ACC was incorporated in 2018 under the Business Corporations
Act of British
Columbia (the "BCBCA"). ACC completed its
Initial Public Offering on August 30,
2019 and is classified as a Capital Pool Company
("CPC") as defined in the TSXV Policy 2.4. As a CPC, ACC's
objective is to identify and acquire either operating assets or a
business, subject to regulatory approval, that meet the criteria of
a Qualifying Transaction as defined by the TSXV. ACC has no
commercial operations and no assets other than cash.
Proposed Transaction Summary
The Proposed Transaction is expected to be affected through a
business combination by way of an amalgamation, arrangement or
other similar form of transaction (the "Amalgamation"). In
connection with the Proposed Transaction, it is anticipated that
ACC will consolidate all outstanding common shares (the "ACC
Shares") on the basis of nine pre-consolidation ACC Shares for
every one post-consolidation ACC Shares (the
"Consolidation"). Pursuant to the Amalgamation, each common
share of OverActive (an "OverActive Share") would be
exchanged for one post-Consolidation ACC Share.
The Proposed Transaction is subject to the parties entering into
a definitive agreement in respect of the Proposed Transaction (the
"Definitive Agreement") by April 30,
2021 or such other date as ACC and the Corporation may
mutually agree. Completion of the Proposed Transaction is also
subject to a number of other conditions, including closing of the
Offering (as defined below), reciprocal due diligence, obtaining
all necessary shareholder, regulatory and third-party approvals,
including TSXV approval.
Pursuant to the Proposed Transaction, ACC will change its name
("Name Change") to a name to be determined by the
Corporation and as may be acceptable to the TSXV and regulatory
authorities (the "Resulting Issuer"). Upon completion of the
Proposed Transaction, Amalco will carry on the business of
OverActive as a wholly-owned subsidiary of the Resulting
Issuer.
OverActive Private Placement
Prior to the Closing, OverActive expects to complete a brokered
private placement financing (the "Offering") of subscription
receipts (the "Subscription Receipts"). The Offering is
expected to raise gross proceeds of approximately, $20.0 million.
TD Securities Inc., as lead agent on the Offering, and together
with a syndicate of agents (together, the "Agents"), are
acting as agents in connection with the Offering on behalf of
OverActive. The Agents have also been granted an option (the
"Agent's Option"), exercisable in whole or in part, up to 48 hours
prior to closing of the Offering, to increase the Offering by up to
$3.0 million.
Each Subscription Receipt shall entitle the holder thereof to
receive, upon satisfaction or waiver of certain escrow release
conditions prior to the escrow release deadline, including all
conditions precedent to the completion of the Proposed Transaction
between OverActive and ACC, and without payment of additional
consideration, one OverActive Share. Proceeds of the Offering,
other than 50% of the Agents' commission, will be held in escrow
pending completion of the Proposed Transaction. Each OverActive
Share issued pursuant to the conversion of the Subscription
Receipts will be exchanged pursuant to the terms of the Proposed
Transaction for one post-Consolidation ACC Shares.
Concurrent with the Offering, OverActive intends to complete a
non-brokered private placement of common shares of OverActive to
existing shareholders (the "Concurrent Private Placement").
The Concurrent Private Placement is expected to raise gross
proceeds of no less than $5.0 million
at a price equivalent to the Offering, with participation by
current major shareholders of OAM.
The net proceeds of the Offering and the Concurrent Private
Placement (collectively called the "Private Placement") are
expected to be deployed into growth initiatives, potential
strategic acquisitions and used for working capital and general
corporate purposes.
None of the securities to be issued in connection with the
Proposed Transaction or the Offering or the Concurrent Private
Placement have been, or will be, registered under the United States
Securities Act of 1933, as amended (the "1933 Act"), or any state
securities laws, and may not be offered or sold within the United States or to any U.S. Person (as
defined in Regulation S under the 1933 At) unless registered under
the 1933 Act and applicable state securities laws or an exemption
from such registration is available. This press release does not
constitute an offer to sell or a solicitation of an offer to sell
any securities in any jurisdiction where such offer or solicitation
would be unlawful, including the United
States.
Officers and Directors
Prior to completion of the Proposed Transaction and subject to
approval by the TSXV and the filing of all required materials,
OverActive will reconstitute the board of the directors of ACC with
nominees suitable to OverActive which individuals will comprise the
board of directors of the Resulting Issuer. Further, the officers
of the Resulting Issuer will be determined prior to completion of
the Proposed Transaction.
Non-Arm's Length Parties
No party to the Proposed Transaction or their respective
Associates or Affiliates (as defined in the Manual), is a Control
Person (as defined in the Manual) of both ACC and the Corporation
and as such the Proposed Transaction will not be a Non-Arm's Length
Party Transaction (as defined in the Manual).
Trading in ACC Shares
Trading in ACC Shares has been halted in compliance with the
policies of the TSXV. Trading in ACC Shares will remain halted
pending the review of the Proposed Transaction by the TSXV and
satisfaction of the conditions of the TSXV for resumption of
trading. It is likely that trading in the ACC Shares will not
resume prior to the closing of the Proposed Transaction.
Further Information
A summary of significant financial information with respect to
OverActive, as well as the expected directors, officers and other
insiders of the Resulting Issuer following the Closing, will be
included in a subsequent news release.
Further details about the proposed Transaction, the Private
Placement and the Resulting Issuer will be provided in the
disclosure document to be prepared and filed in connection with the
Transaction. Investors are cautioned that, except as disclosed in
such disclosure document, any information released or received with
respect to the Transaction may not be accurate or complete and
should not be relied upon.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
The TSXV has in no way passed upon the merits of the Proposed
Transaction and has not approved or disapproved of the contents of
this news release.
Cautionary Note Regarding Forward-Looking Information
This press release contains statements which constitute
"forward-looking statements" and "forward-looking information"
within the meaning of applicable securities laws (collectively,
"forward-looking statements"), including statements
regarding the plans, intentions, beliefs and current expectations
of ACC and OverActive with respect to future business activities
and operating performance. Forward-looking statements are often
identified by the words "may", "would", "could", "should", "will",
"intend", "plan", "anticipate", "believe", "estimate", "expect" or
similar expressions and includes information regarding: (a)
expectations regarding whether the Proposed Transaction will be
consummated, including whether conditions to the consummation of
the Proposed Transaction will be satisfied including, but not
limited to, the necessary board, shareholder and regulatory
approvals and the timing associated with obtaining such approvals,
if at all; (b) the timing for completing the Proposed Transaction,
if at all, and the conditions to such transaction; (c) whether and
on what basis the ACC Shares will be consolidated and if the
Consolidation will be approved by shareholders and the timing
associated therewith; (iv) the timing associated with entering into
the Definitive Agreement and the terms and conditions therein; (v)
the Private Placement including the size and timing
associated with completing such financing; (vi) the preparation and
delivery to shareholders of a management information circular, the
timing associated with its preparation and delivery to shareholders
and the convening of the necessary shareholders meeting; (vii) the
business plans and expectations of OverActive; (viii) trading in
ACC Shares and when such trading will resume, if at all; (ix) the
issuance of and timing associated with issuing a further
comprehensive news release or news releases; and * expectations for
other economic, business, and/or competitive factors.
Investors are cautioned that forward-looking statements are
not based on historical facts but instead reflect ACC and
OverActive's respective management's expectations, estimates or
projections concerning future results or events based on the
opinions, assumptions and estimates of management considered
reasonable at the date the statements are made. Although ACC and
OverActive believe that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties, and undue reliance should not be placed
thereon, as unknown or unpredictable factors could have material
adverse effects on future results, performance or achievements of
the Resulting Issuer. Among the key factors that could cause actual
results to differ materially from those projected in the forward
looking statements are the following: the ability to consummate the
Proposed Transaction and Private Placement; the ability to obtain
requisite regulatory and shareholder approvals and the satisfaction
of other conditions to the consummation of the Proposed Transaction
and Private Placement on the proposed terms and schedule; the
potential impact of the announcement or consummation of the
Proposed Transaction and Private Placement on relationships,
including with regulatory bodies, employees, suppliers, customers
and competitors; changes in general economic, business and
political conditions, including changes in the financial markets;
changes in applicable laws and regulations both locally and in
foreign jurisdictions; compliance with extensive government
regulation and the costs associated with compliance; costs of
building and developing projects and product opportunities; the
risks and uncertainties associated with foreign markets; and the
diversion of management time on the Proposed Transaction and
Private Placement. These forward-looking statements may be affected
by risks and uncertainties in the business of ACC and OverActive
and general market conditions, including Covid-19.
Should one or more of these risks or uncertainties
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results may vary materially from
those described herein as intended, planned, anticipated, believed,
estimated or expected. Although ACC and OverActive have attempted
to identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended and
such changes could be material. ACC and OverActive do not intend,
and do not assume any obligation, to update the forward-looking
statements except as otherwise required by applicable law.
Completion of the Proposed Transaction is subject to a number
of conditions, including but not limited to TSXV acceptance. Where
applicable, the Proposed Transaction cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Proposed Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular or filing statement of ACC and to
be prepared in connection with the Proposed Transaction, any
information released or received with respect to the Proposed
Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of ACC should be considered
highly speculative.
SOURCE Abigail Capital Corporation