/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE,
PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY,
IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES/
TORONTO, May 27, 2020 /CNW/ - ADL Ventures Inc.
(TSXV: AVI.P) ("ADL" or the "Company"), a capital
pool company as defined under Policy 2.4 – Capital Pool Companies
(the "Policy") of the TSX Venture Exchange (the
"Exchange" or "TSXV"), is pleased to provide an
update on its pending Qualifying Transaction, as such term is
defined in the Policy, and concurrent subscription receipt
financing. As previously announced on March
12, 2020, ADL entered into a definitive Securities Exchange
Agreement dated March 5, 2020 (the
"SEA") with Real Technology Broker Ltd. ("Real"), a
private company incorporated under the laws of Israel, whereby ADL will acquire all of the
issued and outstanding securities of Real to ultimately form "Real
Technology Brokerage Inc.", being the resulting issuer (the
"Resulting Issuer") that will continue on the business of
Real (the "Transaction"). ADL filed a filing statement dated
May 26, 2020 in connection with the
transaction and is available under ADL's profile at
www.sedar.com.
Real, is a technology driven national real estate brokerage
platform primarily operating in the
United States through a network of approximately 1,100
agents. Real has a unique operational model providing teams and
agents freedom, flexibility, success tools, long term security and
a sense of community to build their reputations and professional
assets with the help of a leading edge digital platform built from
the ground up for their success.
Conditional Approval of the Qualifying Transaction
The SEA provides that ADL will acquire 100% of the issued and
outstanding ordinary and preferred shares of Real (each a "Real
Share"), pursuant to which ADL common shares (each an "ADL
Share") will be issued to holders of shares of Real on the
basis of 1.0083 ADL Shares for every one Real Share (the
"Exchange Ratio"), giving effect to a deemed value of
$0.25 per ADL Share. Outstanding
stock options of Real will be rolled over or exchanged at closing
for stock options of ADL at the Exchange Ratio subject to the
requirement that the total number of ADL options following the
completion of the Transaction will not exceed 10% of ADL's
post-closing issued and outstanding ADL Shares.
On completion of the Transaction, the shareholders of Real would
own approximately 92% of the issued and outstanding shares of the
Resulting Issuer and existing shareholders of ADL would own
approximately 8.0% of the issued and outstanding shares of the
Resulting Issuer on a non-diluted basis not including shares
issuable on the ADL Private Placement (as defined below). The
common shares of the Resulting Issuer ("Resulting Issuer
Shares") will be listed for trading on the Exchange.
The parties to the Transaction are at arm's length and it is
therefore anticipated that the approval of the shareholders of ADL
in respect of the Transaction will not be required.
Conditional approval from the TSXV with respect to the
Qualifying Transaction was obtained on May
13, 2020. The parties expect to close the Qualifying
Transaction in the week of June 1,
2020. Further information about the proposed Transaction
will be provided in a subsequent news release.
Private Placement
Concurrently with the completion of the Transaction, it is
anticipated that ADL will complete a private placement of up to
approximately US $1,600,000 in
subscription receipts at a price of US $0.0765 per subscription receipt (the "ADL
Private Placement") which will be automatically exercisable
into Resulting Issuer Shares upon completion of the Transaction.
The Resulting Issuer Shares will be subject to a six month hold
period from the date of closing of the ADL Private Placement
comprised of a 4 month regulatory hold period plus an additional
two month hold period based on contractual lock-up commitments of
the subscribers.
Cautionary Note
Completion of the Transaction is subject to receipt of all
requisite regulatory, stock exchange, court or governmental
approvals, authorizations and consents, approval of the
shareholders of ADL and Real (as applicable). Where applicable, the
Transaction cannot close until the required approvals have been
obtained. There can be no assurance that the Transaction will be
completed as proposed or at all. Investors are cautioned that,
except as disclosed in the continuous disclosure document
containing full, true and plain disclosure regarding the
Transaction, required to be filed with the securities regulatory
authorities having jurisdiction over the affairs of the Company,
any information released or received with respect to the
Transaction may not be accurate or complete and should not be
relied upon. The trading in the securities of ADL on the Exchange
should be considered highly speculative. Trading in ADL Shares is
presently halted and is expected to remain halted pending closing
of the Transaction. While halted, ADL Shares may only trade upon
Exchange approval and the filing of required materials with the
Exchange as contemplated by Exchange policies.
Forward Looking Information
Although the Company believes, in light of the experience of its
officers and directors, current conditions and expected future
developments and other factors that have been considered
appropriate that the expectations reflected in this forward-looking
information are reasonable, undue reliance should not be placed on
them because the Company can give no assurance that they will prove
to be correct. When used in this press release, the words
"estimate", "project", "belief", "anticipate", "intend", "expect",
"plan", "predict", "may" or "should" and the negative of these
words or such variations thereon or comparable terminology are
intended to identify forward-looking statements and information.
The forward-looking statements and information in this press
release include information relating to the business plans of ADL
and Real, the Transaction (including Exchange approval, court
approval, and the closing of the Transaction), the board of
directors and management of the Resulting Issuer upon completion of
the Transaction and the ADL Private Placement. Such statements and
information reflect the current view of ADL and/or Real,
respectively. Risks and uncertainties that may cause actual results
to differ materially from those contemplated in those forward
looking statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future
events, to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the
following risks: (i) there is no assurance that ADL and Real will
obtain all requisite approvals for the Transaction, including the
approval of their respective shareholders (as applicable), the
approval of the Exchange for the Transaction (which may be
conditional upon amendments to the terms of the Transaction) or
court approval of the Transaction; (ii) there is no assurance the
ADL Private Placement will be completed as contemplated or at all;
(iii) following completion of the Transaction, the Resulting Issuer
may require additional financing from time to time in order to
continue its operations and financing may not be available when
needed or on terms and conditions acceptable to the Resulting
Issuer; (iv) new laws or regulations could adversely affect the
Resulting Issuer's business and results of operations; and (v) the
stock markets have experienced volatility that often has been
unrelated to the performance of companies. These fluctuations may
adversely affect the price of the Resulting Issuer's securities,
regardless of its operating performance. There are a number of
important factors that could cause ADL's and Real's actual results
to differ materially from those indicated or implied by
forward-looking statements and information. Such factors include,
among others: currency fluctuations; limited business history of
ADL; disruptions or changes in the credit or security markets;
results of operation activities and development of projects;
project cost overruns or unanticipated costs and expenses, and
general market and industry conditions. The terms and conditions of
the Qualifying Transaction may be based on the Company's due
diligence and the receipt of tax, corporate and securities law
advice for both the Company and Real. The Company undertakes no
obligation to comment on analyses, expectations or statements made
by third parties in respect of the Company, Real, their securities,
or their respective financial or operating results (as
applicable).
ADL cautions that the foregoing list of material factors is not
exhaustive. When relying on ADL's forward-looking statements and
information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. ADL has assumed that the material factors
referred to in the previous paragraph will not cause such
forward-looking statements and information to differ materially
from actual results or events. However, the list of these factors
is not exhaustive and is subject to change and there can be no
assurance that such assumptions will reflect the actual outcome of
such items or factors. The forward-looking information contained in
this press release represents the expectations of ADL as of the
date of this press release and, accordingly, is subject to change
after such date. Readers should not place undue importance on
forward-looking information and should not rely upon this
information as of any other date. ADL does not undertake to update
this information at any particular time except as required in
accordance with applicable laws.
This press release is not an offer of the securities for sale in
the United States. The securities
have not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent registration or an
exemption from registration. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy
nor shall there be any sale of the securities in any state in which
such offer, solicitation or sale would be unlawful.
Investors are cautioned that, except as disclosed in the
filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the
Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capital pool company
should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the Transaction and has neither approved nor disapproved
the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this press release.
On behalf of the Board of Directors
"Laurence Rose"
Chairman, President and Chief Executive Officer
SOURCE ADL Ventures Inc.