They get our cash and we get a few DVO.U shares. Sereno Capital combines with Delavaco Properties 2014-01-02 12:10 ET - News Release Mr. Andrew DeFrancesco reports DELAVACO RESIDENTIAL PROPERTIES CORP. ANNOUNCES COMPLETION OF QUALIFYING TRANSACTION Delavaco Residential Properties Corp., formerly named Sereno Capital Corp., has completed its previously announced business combination with Delavaco Properties Inc. on the terms set out in the joint management information circular of Delavaco and Sereno dated Nov. 29, 2013. The transaction constituted the qualifying transaction of Sereno as defined under the policies of the TSX Venture Exchange. It is currently anticipated that trading of the common shares of Delavaco will recommence on or about Jan. 3, 2014, under the symbol DVO.U. Delavaco shares will trade in United States dollars. Andrew DeFrancesco, chairman and chief executive officer of Delavaco, comments: "We are very happy with the success Delavaco has achieved to date. As a public company, we will be able to accelerate our growth and therefore continue to be able to exploit the opportunities presenting themselves in the U.S. residential market. Thank you to GMP and PowerOne Capital Markets for their continued support." Summary of the business combination As part of the transaction, the common shares of DPI were cancelled and former shareholders of DPI received that number of Sereno common shares equal to (A) the number of DPI common shares so cancelled, multiplied by (B) 7.36. At a special shareholders meeting of Sereno held on Dec. 30, 2013, Sereno shareholders approved the consolidation all of the issued and outstanding common shares of Sereno (including the consideration shares) on the basis of 7.36 preconsolidation shares for one postconsolidation Delavaco share. The common share purchase warrants of DPI and the incentive stock options of Sereno were also adjusted to become exercisable for Delavaco shares. Sereno shareholders also approved an amendment to the articles of incorporation to change Sereno's name to Delavaco Residential Properties Corp. At a special shareholders meeting of DPI held on Dec. 30, 2013, DPI shareholders approved the completion of the business combination by way of a three-cornered amalgamation under the Business Corporation Act (Ontario) whereby DPI amalgamated with a wholly owned subsidiary of Sereno. Additional information on the transaction is included in the information circular and available on SEDAR. To ensure that Delavaco met the minimum public board lot requirements of a Tier 2 real estate or investment issuer, a new special purpose entity (Sereno Finco) was established and completed an equity financing raising aggregate gross proceeds of $47,150 (U.S.), consisting of 41,000 special shares of Sereno Finco at $1.15 (U.S.) per share. The Sereno Finco shares were subsequently exchanged for an equivalent number of Delavaco shares such that the total number of issued and outstanding Delavaco shares on closing is 52,434,583, expressed on a non-diluted basis. Reorganization Prior to the completion of the transaction, DPI completed an internal reorganization, pursuant to which it indirectly acquired from Delavaco Real Estate Opportunities Corp. (DREOC), all of the issued and outstanding limited partnership units in certain limited partnerships holding title to various multifamily properties in Austin, Tex., and Sunrise, Fla. As consideration for the reorganization, DREOC received an aggregate of 14,149,844 Delavaco shares and subsequently distributed such shares to former securityholders of DREOC. As disclosed more fully in the information circular, in addition to the reorganization, Delavaco had also contemplated acquiring the multifamily property held by Park Colony LLC, conditional upon the receipt of the consent of the Federal Home Loan Mortgage Corp. (Freddie Mac). The Freddie Mac consent was not obtained prior to the special shareholders meetings and in order to ensure that the transaction was consummated in a timely manner and to provide immediate liquidity and access to the capital markets, Delavaco decided to complete the transaction without acquiring the multifamily property held by Park Colony. Board of directors and management The board and management team now consists of the following individuals: Andrew DeFrancesco (chairman, chief executive officer and director), Michael Galloro (chief financial officer), Marc Muzzo (director), Keith L. Ray (director), Michael Serruya (director), Kelly Hanczyk (director) and Romeo De Gasperis (director). |