Technicals improving nicely.. perhaps we get a walkup for the Feb15th closure.... I do not claim to be in the know so if anyone can shed some light on what they feel the actual transaction will look like have at her... based upon this past nr it suggest the shareholders recieve DGTL shares based upon the market pricing .. so in order for us not to be diluting more than we need to I can see a walk up to 35cts with an avergae price no differnt than prior pp's.. Just a hunch we are in the 30's the next few weeks.. thoughts are welcome... DGTL Holdings to acquire Engagement Labs
2021-08-13 11:35 ET - News Release
Also News Release (C-EL) Engagement Labs Inc (3)
Mr. John Belfontaine of DGTL Holdings reports
DGTL HOLDINGS AND ENGAGEMENT LABS ENTER INTO ARRANGEMENT AGREEMENT
DGTL Holdings Inc. and Engagement Labs Inc. have entered into a definitive arrangement agreement dated Aug. 11, 2021, providing for the merger of DGTL and Engagement Labs.
DGTL Holdings Inc. and Engagement Labs Inc. have entered into a definitive arrangement agreement dated Aug. 11, 2021, providing for the merger of DGTL and Engagement Labs.
Summary of the arrangement
Pursuant to the agreement, DGTL has agreed to acquire all of the issued and outstanding common shares of Engagement Labs by way of a statutory plan of arrangement under the Canada Business Corporations Act. Pursuant to the terms of the arrangement, shareholders of Engagement Labs will receive common shares of DGTL on the basis of an exchange ratio that results in the current holders of company shares receiving an aggregate of 5.32 million purchaser shares. The basis of the negotiations was centred on a relative share exchange ratio between the two companies, and in this connection, the stock price of DGTL was approximately twice its current stock price when the pricing terms were agreed to months ago. Each company shareholder is expected to receive 0.1136 of a purchaser share in exchange for each company share held, on the basis of a 10-day volume-weighted average trading price per purchaser share of 32.2 cents.
It is expected that holders of Engagement Labs options will receive, upon exercise, the same consideration they would have received as if they were company shareholders at the closing of the arrangement, and that holders of Engagement Labs restricted stock awards will receive company shares in accordance with their terms immediately prior to the closing of the arrangement, which will be subsequently exchanged for purchaser shares on the basis of the exchange ratio.
DGTL will use its reasonable commercial efforts to conduct a financing of subscription receipts to be priced within the context of the market for gross proceeds of a minimum of $2-million (U.S.) on or before Oct. 1, 2021. Immediately prior to the completion of the arrangement, pursuant to the terms and conditions of the subscription receipts, each subscription receipt will be exchanged, without any further action on the part of the holder and for no additional consideration, for one purchaser share.
The completion of the arrangement is subject to a number of conditions being satisfied or waived by either or both of DGTL and Engagement Labs at or prior to closing of the arrangement, including: approval of company shareholders, together with any requisite minority approvals, if applicable; the completion of the concurrent financing; the receipt of all necessary regulatory and court approvals; and the satisfaction of certain other closing conditions customary for a transaction of this nature.