RBI ANNOUNCES ENTRY INTO AMALGAMATION AGREEMENT WITH TEVANO RBI ANNOUNCES ENTRY INTO AMALGAMATION AGREEMENT WITH TEVANO
RBI Ventures Ltd., further to its press release dated Jan. 7, 2020, has entered into an amalgamation agreement dated Sept. 18, 2020, with 1251858 B.C. Ltd., a newly incorporated subsidiary of RBI (SubCo), and Tevano Systems Inc. (formerly Tevano Payment Systems Inc.), a Las Vegas-based, British Columbia-incorporated company that provides software and specialized kiosks, and other technology to the retail sector and other sectors. Pursuant to the amalgamation agreement, RBI will acquire of all of the issued and outstanding securities of the Tevano in exchange for securities of RBI. The transaction will be carried out by way of a three-cornered amalgamation. As a result of the transaction, RBI will continue with the business of the Tevano. Tevano is arm's length to RBI.
The acquisition of Tevano will constitute a change of business for RBI and, consequently:
- RBI will seek to delist from the TSX Venture Exchange and relist on the Canadian Securities Exchange.
- Trading of RBI's common shares on the TSX-V will remain halted. Unless the transaction with Tevano fails to close, the company does not expect its shares will resume trading again until listing has been accepted by the CSE.
Tevano
Tevano is the developer of Health Shield, an innovative, artificial-intelligence-driven, electronic tablet that video displays a user with their body temperature and notifies them if they need to wear a face mask. Health Shield devices would be placed at all entrances that patrons and/or employees would use to gain access to a building. This hardware is coupled with a cloud software solution used to manage multiple devices and provide detail reports of all scans done throughout an enterprise.
Terms of the transaction
In conjunction with the acquisition of Tevano and as conditions to closing:
- Tevano will advance to RBI a non-refundable payment of $30,000, of which $15,000 was paid on signing the amalgamation agreement, and $15,000 is due on the earlier of the closing date of the amalgamation or Sept. 30, 2020.
- RBI will consolidate its current 3,483,351 common shares on a one-for-3.5 basis, such that it will have 995,243 postconsolidated common shares outstanding.
- Tevano will complete a private placement to raise not less than $2-million to a maximum of $6-million through the issuance of shares of Tevano at 20 cents per share.
- Upon raising $3-million, Tevano will advance to RBI a deposit of $100,000 for it to settle its outstanding liabilities, such that at closing RBI will have no debts, other than up to $25,000 in costs associated with the transaction which Tevano has agreed to pay.
- The company's board of directors and its senior officers will be replaced with representatives nominated by Tevano.
- RBI and Tevano will determine the most tax-efficient means of effecting the proposed transaction, and negotiate and enter into definitive agreements in that regard.
RBI's acquisition of Tevano will be completed by RBI issuing one consolidated RBI share to the holders of Tevano shares (including those issued pursuant to the financing) for each Tevano share outstanding; and issuing warrants to acquire consolidated RBI shares to the holders of Tevano warrants, on a one-for-one basis, exercisable on equivalent terms. Tevano, excluding any securities issued in the financing, has outstanding 41,470,830 Tevano shares and 5,017,499 warrants. Tevano may issue an additional 10 million to 30 million shares under its proposed financing depending on the amount raised and may issue warrants to brokers assisting with the financing.
Certain matters related to transaction, including transferring the listed shares to the CSE, will be subject to shareholders' approval, and as such RBI anticipates calling a special meeting of its shareholders.
Full details of Tevano, including its financial statements, management and business operations, along with the proposed transaction with RBI, will be set out in the company's CSE listing statement, which will be posted on SEDAR.