TORONTO and VANCOUVER, British Columbia, March 21, 2019 (GLOBE NEWSWIRE) -- World Class Extractions Inc. (“World Class”) (CSE: PUMP) and Quadron Cannatech Corporation (“Quadron”) (CSE: QCC) are pleased to announce that they have entered into a binding letter of intent (the “LOI”) to proceed with a business combination by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia) pursuant to which World Class has agreed to acquire, either directly or through a wholly-owned subsidiary, all of the issued and outstanding common shares of Quadron (the “Arrangement”).
Under the terms of the LOI, on completion of the Arrangement, the shareholders of Quadron (the “Quadron Shareholders”) will receive two common shares (the “Exchange Ratio”) of World Class (a “World Class Share”) for each common share of Quadron (a “Quadron Share”) held. On closing of the Arrangement, it is expected that the current Quadron Shareholders will receive approximately 143,300,894 World Class Shares. Concurrently with the closing of the Arrangement, the holders of options and warrants in the capital of Quadron will receive a proportionate number of options and warrants of World Class.
Final terms of the Arrangement will be set out in an arrangement agreement (the “Arrangement Agreement”) to be entered into by the parties. The Arrangement Agreement will contain representations and warranties for the benefit of each of World Class and Quadron, conditions relating to shareholder, court and regulatory approvals, material adverse changes and compliance with the Arrangement Agreement as are in each case customary in comparable transactions of this nature. The Arrangement Agreement will include, among other things, a non-solicitation covenant on the part of Quadron (subject to customary fiduciary out provisions). In the event of a superior proposal, World Class will have the right to either match such superior proposal or receive a termination fee to be agreed by the parties in the Arrangement Agreement, commensurate with transactions of a similar size.
Completion of the Arrangement is subject to a number of conditions being satisfied or waived by one or both of World Class and Quadron at or prior to closing of the Arrangement, including: entry into the Arrangement Agreement; approval of the Quadron Shareholders, together with any requisite minority approvals; and receipt of all necessary regulatory and court approvals and the satisfaction of certain other closing conditions customary for a transaction of this nature. Quadron intends to engage an independent financial advisor to assist the Board of Directors and to provide a fairness opinion, if advisable.
Directors, officers and certain shareholders of Quadron representing 23% of the issued and outstanding Quadron Shares have agreed to enter into voting and support agreements under which they will agree to vote in favour of the Arrangement.
Details of the Arrangement, including a summary of the terms and conditions of the Arrangement Agreement, will be disclosed in a management information circular of Quadron, which will be mailed to Quadron Shareholders and will also be available on SEDAR at www.sedar.com.