お知らせ • Aug 31
Drone Delivery Canada Corp. (TSXV:FLT) completed the acquisition of Volatus Aerospace Corp. (TSXV:VOL).
Drone Delivery Canada Corp. (TSXV:FLT) submits a non-binding letter of intent to acquire Volatus Aerospace Corp. (TSXV:VOL) in late February 2024. Drone Delivery Canada Corp. (TSXV:FLT) entered into a business combination agreement to acquire Volatus Aerospace Corp. (TSXV:VOL) for CAD 43.7 million in a merger of equals transaction on May 20, 2024. Pursuant to the Merger, Volatus shareholders will receive 1.785 (the "Exchange Ratio") Drone Delivery Canada voting common shares (each, a "Drone Delivery Canada Share") for each Volatus common share (a "Volatus Share") held (the "Consideration"). Upon closing of the Merger, existing shareholders of Volatus and Drone Delivery Canada will each own approximately 50% of the combined company (based on the current issued and outstanding shares of each of the companies). Drone Delivery Canada expects to issue 224,345,513 Drone Delivery Canada Shares as Consideration to the shareholders of Volatus in connection with the Merger and to reserve approximately 42,404,567 Drone Delivery Canada Shares for issuance upon exercise of Volatus options and Volatus warrants. Following the closing of the Merger, the board of directors of the combined company will consist of seven (7) directors, comprised of three (3) directors from Volatus including Ian McDougall who will act as the Chair of the combined company, two (2) independent directors from Drone Delivery Canada, and two (2) independent directors to be mutually agreed upon at a future date. Management of the combined company will include executives from both Volatus and Drone Delivery Canada, with Volatus' current Chief Executive Officer, President and Director, Glen Lynch, assuming the role as Chief Executive Officer of the combined company, and Drone Delivery Canada's current Chief Executive Officer, Steve Magirias, becoming the Chief Operating Officer of the combined company. Chris Irwin, a director of DDC, resigned from the board of directors of DDC effective May 20, 2024. DDC does not intend to fill the vacancy on the board of directors resulting from the resignation at this time. The combined company to continue under the name "Volatus Aerospace Corp." and, subject to approval of the TSX Venture Exchange (the "TSXV"), continue trading under the ticker "FLT". As per amended filing Upon closing of the Transaction, DDC and Volatus have agreed that the combined company will continue under the name "Volatus Aerospace Inc." rather than "Volatus Aerospace Corp. The arrangement also provides for the payment of a termination fee by Volatus of CAD 0.7 million and Drone Delivery Canada of CAD 1.8 million if the business combination agreement is terminated in certain specified circumstances.
The Merger will constitute a "Reviewable Transaction", as defined in TSXV Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets. As a result, the completion of the Merger is subject to approval by the TSXV. The Arrangement is also subject to receipt of court and other applicable regulatory approvals and the satisfaction of certain other closing conditions customary in transactions of this nature. The implementation of the Arrangement is subject to the approval of at least 66 2/3% of the votes cast by holders of Volatus Shares, and if required under applicable securities law, a simple majority of holders of Volatus Shares excluding votes cast by certain holders of Volatus Shares that are required to be excluded pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transaction ("MI 61-101"), at a special meeting of Volatus shareholders expected to take place in the third quarter of 2024. The Arrangement is also subject to the approval of a majority of the votes cast by the holders of Drone Delivery Canada Shares at a special meeting of Drone Delivery Canada shareholders expected to take place in the third quarter of 2024. The directors and executive officers of each of Volatus and Drone Delivery Canada have entered into customary voting and support agreements and have agreed to, among other things, vote their securities in favour of the Arrangement. Total Volatus Shares under such support agreements represent approximately 62% of the issued and outstanding Volatus Shares and Drone Delivery Canada Shares under such support agreements represent less than 1% of the issued and outstanding Drone Delivery Canada Shares. Subject to the satisfaction (or waiver) of the conditions precedent, the Arrangement is expected to close in the third quarter of 2024. Following review and in consideration of, among other things, their respective fairness opinions and the recommendations from their respective special committees, each of the board of directors of Volatus and Drone Delivery Canada have approved the Arrangement and determined that the Arrangement is fair to its shareholders and is in the best interest of Volatus and Drone Delivery Canada, respectively, and each board of directors recommends to its shareholders that they vote in favour of the Arrangement. In connection with Merger, Volatus expects to raise approximately CAD 1 million in gross proceeds, inclusive of the Loan and Debentures. Volatus is also pleased to announce its plan to complete a non-brokered private placement of CAD 1,000 principal amount of unsecured non-convertible debentures (the "Debentures") for gross proceeds of up to CAD 980,000 through the issuance of up to 1,000 Debentures at a price of CAD 980 per debenture in one or more tranches (the "Offering"). At meeting held on August 26, 2024 Drone Delivery shareholders voted in favour of the merger and Volatus shareholders also approved the merger on August 23, 2024. DDC and Volatus will apply for a final order approving the Transaction from the Ontario Superior Court of Justice on August 27, 2024. Subject to receiving the approval of the Court, DDC and Volatus expect to complete the Transaction on or about August 29, 2024.
Echelon Capital Markets is acting as exclusive financial advisor to Volatus and provided a fairness opinion to the board of directors of Volatus; and Rory Cattanach of Wildeboer Dellelce LLP is acting as legal counsel to Volatus. National Bank Financial Inc. is acting as exclusive financial advisor to Drone Delivery Canada and provided a fairness opinion to the board of directors of Drone Delivery Canada; Kristopher Hanc and John Lawless of Bennett Jones LLP is acting as legal counsel to the special committee of the board of directors of Drone Delivery Canada and Irwin Lowy LLP is acting as legal counsel to Drone Delivery Canada. Michael Hawtin of BDO Canada LLP acted as accountant to Volatus and TSX Trust Company acted as its transfer agent. Computershare Investor Services Inc. acted as transfer agent to DDC and D&H Group LLP acted as its auditor. Carson Proxy Advisors Ltd acted as proxy solicitation agent to DDC and Meredith Hayward of Affleck Greene McMurtry LLP acted as Solicitors for Volatus. In connection with proxy solicitation services, DDC expects to pay Carson Proxy a fee of up to CAD 50,000 for services provided. Ventum Financial Corp. acted as financial advisor to Volatus. Blink Capital Corp. acted as a strategic advisor on the Merger.
Drone Delivery Canada Corp. (TSXV:FLT) completed the acquisition of Volatus Aerospace Corp. (TSXV:VOL) on August 30, 2024.
