お知らせ • Apr 02
Atom Growth Inc completed the acquisition of Ackroo Inc. (TSXV:AKR) from group of shareholders.
Atom Growth Inc signed a Letter of Intent to acquire Ackroo Inc. (TSXV:AKR) from group of shareholders for CAD 17.3 million on May 1, 2024. Atom Growth Inc signed a definitive arrangement agreement to acquire Ackroo Inc. (TSXV:AKR) from group of shareholders for CAD 17.3 million on December 9, 2024. Pursuant to the Arrangement Agreement, Paystone will acquire (the “Transaction”) all of the issued and outstanding shares of Ackroo (the “Ackroo Shares”) at a price of CAD 0.15 per Ackroo Share, and will assume all assets and liabilities of the Company, including the Company’s existing debt to BDC Capital Inc. (“BDC”). The purchase represents approximately a 25% premium over yesterday’s closing price and approximately a 36% premium over the 90 days volume weighted average price. With 115,304,952 Ackroo Shares currently issued and outstanding, approximately 9,000,000 options that are in the money, and close to CAD 3,000,000 of debt owed to BDC, which will be repaid by the Purchaser on the closing of the Transaction, the enterprise value of the Transaction is approximately CAD 21,000,000. The Deferring Shareholders will receive, in lieu of the cash consideration, the equivalent principal amount unsecured subordinated promissory note of Paystone. In connection with completion of the Transaction, the Ackroo Shares will be de-listed from the TSX Venture Exchange and following closing, Ackroo will make an application to cease to be a reporting issuer under Canadian securities laws. Upon closing, Steve Levely has also agreed to assume the role of Chief Operating Officer of Paystone. Under certain circumstances, if the Arrangement Agreement is terminated, Paystone would be entitled to a termination fee of CAD 750,000.
Completion of the Transaction is subject to a number of terms and conditions, including, without limitation, the following: (a) approval of the Ackroo shareholders, as described below; (b) approval of the TSX Venture Exchange; (c) issuance of a final order by the Ontario Superior Court of Justice; (d) Paystone obtaining debt financing sufficient to satisfy the Offer Price; and, other standard conditions of closing for a transaction of this nature. Furthermore, the Arrangement Agreement may be terminated by the Company if, prior to 5:00 p.m. (Toronto time) on January 13, 2025, the Purchaser has not obtained a commitment letter in respect of such debt financing. After consultation with its financial and legal advisors, and following receipt of the unanimous recommendation by a Special Committee of Ackroo composed entirely of independent directors (the “Special Committee”), the board of directors of Ackroo (the “Ackroo Board”) unanimously approved the entering into of the Arrangement Agreement (with interested directors abstaining). In connection with signing of the Arrangement Agreement, certain directors, officers and shareholders of Ackroo have entered into voting support agreements with Paystone, agreeing to vote their Ackroo Shares in favour of the Transaction at the Ackroo Meeting. An aggregate of 72,669,960 Ackroo Shares, representing approximately 63.19% of the issued and outstanding Ackroo Shares are subject to these voting support agreements. Pursuant to the Arrangement Agreement and subject to satisfying all necessary conditions and receipt of all required approvals, the parties anticipate completing the Transaction in February 2025. As of February 3, 2025 Atom and Ackroo extended the outside date for the completion of the Arrangement to March 31, 2025. As of February 24, 2025, the transaction was approved by Ackroo's shareholders and expected to close on Q1, 2025. As of March 4, 2025, the transaction was approved by the Ontario superior court and expected to close on March 14, 2025.
Paradigm Capital Inc. is acting as financial advisor to Ackroo and had provided a fairness opinion to the Ackroo Board. Sam Cole of Cassels Brock & Blackwell LLP is acting as legal counsel to Ackroo, and Kevin Refah of Miller Thomson LLP is acting as legal counsel to Paystone. Computershare Trust Company of Canada acted as transfer agent for Ackroo.
Atom Growth Inc completed the acquisition of Ackroo Inc. (TSXV:AKR) from group of shareholders on April 1, 2025.