RE:RE:three-cornered amalgamation transaction?MrMugsy wrote: The way I read that Nick was ... you have ATE and you have AH and then you add a new subsiduary to ATE where the patents will get transferred. Upon transfer completion, you eliminate AH.
That's what I thought they meant - just for the "transaction" is it 3-cornered.
Anyone ?
If you go to sedar and open "Other material contracts - English" from May 14, 2021, you can go to Article 2 - Business Combination (page 10 of the document and page 14 of the pdf) for a very descriptive (and extremely dense legalese).
My interpretation is you're correct (but who knows, perhaps I'm wrong):
Holdings votes on amalgamation.
If Holdings approves amalgamation, Holdings merges with a wholly owned subsidiary of Therapetuics (Subco - 2831094 Ontario Inc). This Holdings/Subco combined company is combined (amlagamated) and now called Amalco.
Each Holdings share is exchanged for 0.2581 shares of Therapeutics (there's about 22.6 million shares of Holdings, so that's where they get the 5.87 million shares of Therapeutics to owners of Holdings).
Then all Holdings shares are cancelled.
Therapeutics than gets 1 share of Amalco for every share of Subco, then all shares of Subco are cancelled.
So Therapeutics ends up owning 100% of Amalco (this wholly owned subsidiary has all the stuff Holdings had, patents, IP, etc.) while Holdings shareholders get those 5.87 million shares of Therapeutics (already news released).
Then there's some stuff on taxes and on what happens for Holdings shareholders who vote against amalgamation and then a whole bunch of other stuff (50+ pages of legalese).
Might do a post tomorrow on shareholders of Holdings and the Holdings vote on amalgamation.