お知らせ • Jul 30
Hycroft Mining Corporation (OTCPK:HYCT) completed the acquisition of Mudrick Capital Acquisition Corporation (NasdaqCM:MUDS) in a reverse merger transaction.
Hycroft Mining Corporation (OTCPK:HYCT) entered into a definitive agreement to acquire Mudrick Capital Acquisition Corporation (NasdaqCM:MUDS) in a reverse merger transaction on January 13, 2020. As per the agreement, Mudrick Capital Acquisition Corporation will deliver number of shares of Hycroft Mining Corporation’s Class A common stock, par value $0.0001 per share equal to $325 million plus the value of the surrendered shares valued at $10 per share, the sum of the 1.5 Lien share payment amount and the 1.5 Lien Cash Payment Amount, the sum of the excess notes share payment amount and the excess notes cash payment amount. Assuming no redemptions by MUDS stockholders, current MUDS stockholders will own approximately 41% of MUDS immediately following the transaction. The transaction will be funded through a combination of stock consideration payable to Hycroft, cash and stock to repay certain Hycroft indebtedness and the assumption of certain Hycroft obligations. Hycroft agreed to pay Mudrick a termination fee of $12.73 million. Following the closing of the transaction, Hycroft will be listed on the Nasdaq Stock Exchange under the ticker symbol “HYMC.”
The transaction is subject to approval of Mudrick Capital Acquisition Corporation and Hycroft Mining Corporation stockholders, Boards of both the parties, the expiration or termination of the waiting period under the Hart- ScottRodino Antitrust Improvements Act of 1976, regulatory approvals, registration statement effectiveness, execution of exchange agreement, listing of shares being issued as consideration on NASDAQ stock exchange, Mudrick to have at least $50 million in cash on hand at closing, and other customary closing conditions. The transaction has been unanimously approved by the Boards of Mudrick Capital Acquisition Corporation and Hycroft Mining Corporation. As of February 25, 2020, the transaction has been granted an early termination notice by the Federal Trade Commission. As of May 7, 2020, the transaction was declared effective. As on May 29, 2020, the transaction was approved by the shareholders of Mudrick Capital. The transaction is expected to close in the first half of 2020. The transaction is expected to close on February 12, 2020. As of February 10, 2020, the closing date of the transaction has been extended to August 12, 2020.
Jaclyn L. Cohen, Michael Hickey, John O'Loughlin and Mark Schwed of Weil, Gotshal & Manges LLP acted as legal advisors, Duff & Phelps, LLC and Cantor Fitzgerald & Co. acted as financial advisors to Mudrick Capital Acquisition Corporation. Duff & Phelps, LLC also acted as fairness opinion provider to the Board of Mudrick. Pursuant to the terms of its engagement, Duff & Phelps became entitled to a fee of $0.4 million for its services, $0.2 million of which was previously paid in connection with its engagement and the remainder of which became payable upon Duff & Phelps informing the Mudrick Board that it was prepared to deliver its fairness opinion. David Stone, Jeff Baker, Scott Bakal, Jeff Shamberg, Betsey Thelen, Beth Rosner, Philip Adler and John Koenigsknecht of Neal, Gerber & Eisenberg, LLP acted as legal advisors, Christopher Baker of BMO Capital Markets Corp. acted as the financial advisor to Hycroft. Additionally, Michael Nessin of Greenhill & Co. Canada Ltd. acted as financial advisor and fairness opinion provider to Hycroft Mining Corporation. Advantage Proxy, Inc. acted as the information agent to Mudrick Capital Acquisition Corporation and will receive a fee of $7,500 for its services. Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as the transfer agent to Mudrick Capital Acquisition. Hycroft Mining agreed to pay Greenhill a fee for rendering its opinion equal to $0.75 million.
Hycroft Mining Corporation (OTCPK:HYCT) completed the acquisition of Mudrick Capital Acquisition Corporation (NasdaqCM:MUDS) in a reverse merger transaction on May 29, 2020. As a result of the transaction, combined company will be named as Hycroft Mining Holding Corporation and that will trade publicly on the NASDAQ Capital Market under the ticker symbol HYMC.