The TransactionAstra needs to get 66.66% votes in favour of this transaction whereas Surge appears to only require 50%+1 for the buyout to occur. In Astra's case management and institutional investors will get their way since they control 68% of all outstanding shares. Not sure what management and instituttional investors own of SGY. I'm guessing it isn't anywhere close to 68%, hense, a "simple majority" is all SGY needs. A tailor made agreement written in such a way that it is likely a done deal. Hopefully Astra will reconsider this proposal, cancel it, or at least find another company to top Surge's offer. Then Surge can pick-up a cool $4.35 Million. Should another offer happen to come along, I hope Paul decides not to counter. And if it does, take the money and run.
TRANSACTION DETAILS The purchase price payable by Surge under the Transaction will be $160 million, comprised of: 1) the issuance of approximately 3.1746 Surge Shares for every issued and outstanding Astra Share; and in addition, 2) the assumption of approximately $15 million of Astra net debt upon completion of the Transaction, before accounting for transaction costs.
The Transaction is expected to close in August 2021. Completion of the Transaction is subject to the approval of at least 66 2/3 of the voting Astra shareholders and approval of at least a simple majority of the voting shareholders of the issuance of Surge Shares pursuant to the Transaction. The meeting of Surge shareholders is currently expected to be held in mid-August 2021 and, in connection therewith, it is currently expected that a
13 This is a non-GAAP financial measure which is defined in the Non-GAAP Financial Measures section of this document. 4
joint information circular and proxy statement will be sent to Surge shareholders in mid-July 2021. Completion of the Transaction is also subject to, among other things, the receipt of court approval, regulatory approvals and other customary closing conditions.
All of the directors and officers of Astra, as well as Astra’s largest shareholders, collectively holding approximately 68 percent of the outstanding Astra Shares, have entered into support and lock-up agreements pursuant to which they have agreed to vote their Astra Shares in favor of the Transaction and have agreed to certain escrow agreements with respect to any Surge Shares received from the Transaction following the completion of the Transaction, subject to certain exceptions.
Each of Astra and Surge has agreed to pay a termination fee of $4.35 million to the other party in certain circumstances, including in the case of Astra, if Astra recommends, approves, or enters into an agreement with respect to a superior proposal. Astra has agreed not to solicit or initiate any discussions regarding any other acquisition proposals or sale of material assets. Astra has also granted Surge a three business day right to match any superior proposal.