(TheNewswire)
Kelowna, British Columbia – TheNewswire - December 9, 2021 -Spartan Acquisition Corp. (TSXV:VDKA.P) - the ("Company") reminds shareholders (the “Spartan Shareholders”) to cause their common shares in the capital of the Company (the “Spartan Shares”) to be voted in connection with the upcoming annual general and special meeting of Spartan Shareholders to be held on December 15, 2021 (the “Meeting”).
At the Meeting Spartan Shareholders will be asked to vote on, among other things, the proposed non-arm’s length amalgamation (the “Amalgamation”) with Forbidden Distillery Inc. (“Forbidden”). It is expected that the Amalgamation will constitute the Company’s “Qualifying Transaction”, as such term is contemplated in TSX Venture Exchange (the “Exchange”) Policy 2.4. For more information concerning the Amalgamation, please refer to the Company’s joint management information circular dated November 5, 2021 prepared in connection with the Meeting (the “Circular”), a copy of which is available on the Company’s SEDAR profile at www.sedar.com. The Circular contains certain important information, including a description of the key terms and conditions of the Amalgamation and a summary of certain risk factors relating to the Amalgamation.
Spartan expects that the Amalgamation will result in the Resulting Issuer being a Tier 2 Industrial Issuer on the Exchange. Blair Wilson, an officer and director of Spartan, is the sole director and president of Forbidden. In addition, other directors and officers of Spartan also own securities of Forbidden. As a result, the Amalgamation is a Non-Arm’s Length Qualifying Transaction (as defined by the policies of the Exchange). The Amalgamation must be approved by not less than 662/3% of the votes cast at the meeting of Spartan Shareholders (the “Spartan Meeting”). In addition, the “Majority of the Minority” approval will be required from disinterested Spartan Shareholders in accordance with Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Circular also includes the background, the main benefits and transaction rationale that led to the disinterested members of the Company’s board of directors (the "Board") to recommend the Amalgamation to the Spartan Shareholders and their reasons for doing so.
Supplemental Disclosure
In addition to the disclosure set out in the Circular regarding the background and transaction rationale that led to the disinterested members of the Board to recommend the Amalgamation, the Company would like to provide the following additional disclosure.
In the ordinary course, management of Spartan, a Capital Pool Company, reviewed and considered multiple alternative transactions with entities operating in a variety of industries (including, without limitation, food manufacturing, software, cannabis, real estate and alternative energies) prior to determining that the transaction with Forbidden represented the best alternative for Spartan Shareholders. Each of the alternative transactions considered by management presented unique challenges and risks, some of which management determined could be avoided or reduced by pursuing a transaction with Forbidden.
Management recommended the transaction with Forbidden for a number of reasons, including: (i) Spartan Shareholders would gain exposure to Forbidden’s operations as a producer and distributor of alcoholic spirits, as well as Forbidden’s other business interests, (ii) Spartan Shareholders would receive a premium to Spartan’s existing share price, (iii) Spartan Shareholder would gain access to Forbidden’s experienced management team, (iv) Spartan Shareholders would have the opportunity to participate in a combined company expected to have increased market capitalization; and (v) the non-arm’s length nature of the transaction with Forbidden provided a substantial degree of deal certainty for Spartan Shareholders. On September 28, 2020, the Board formed a special committee (the “Special Committee”) to review and evaluate the proposed transaction with Forbidden. After reviewing the terms of the Amalgamation, including the financial aspects of the Amalgamation, the Special Committee resolved that the Amalgamation was in the best interests of the Company and Spartan Shareholders and recommended that the Board approve the Amalgamation.
About Forbidden
Forbidden is a distillery licensed by the province of British Columbia to manufacture, market and sell spirits direct to consumers from its on-line store, as well as direct to off-premises retail liquor stores and direct to on-premises restaurants, hotels, pubs, bars, golf courses and yacht clubs. Forbidden currently ferments, distills, bottles and distributes a portfolio of ultra-premium brands including: REBEL Vodka, Eve’s Original Gin, Adam’s Apple Brandy, Forbidden Fire, Forbidden Spirits Vodka, and Wallace Hill Whisky. In response to COVID-19 Forbidden re-tooled its distillation plant in order to manufacture and supply front line workers and its surrounding community with FREE Serpent Hand & Surface Sanitizer.
Additional information with respect to Forbidden and its portfolio of ultra-premium spirits can be found on Forbidden’s website at www.ForbiddenSpirits.ca.
ON BEHALF OF THE BOARD OF DIRECTORS:
Blair Wilson
Chief Executive Officer,
Email: blair@forbiddenspirits.ca
Phone: (250) 317-0996
Disclaimer for Forward-Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company’s current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release includes information relating to the Amalgamation, including the anticipated benefits to be achieved therefrom. Such statements and information reflect the current view of the Company. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
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