공시 • Dec 31
FLYHT Aerospace Solutions Ltd. Ordinary Shares to Be Deleted from OTC Equity FLYHT Aerospace Solutions Ltd. Ordinary Shares will be deleted from OTC Equity effective December 31, 2024, due to Acquisition /Merger /Amalgamation. 공시 • Dec 21
Firan Technology Group Corporation (TSX:FTG) completed the acquisition of FLYHT Aerospace Solutions Ltd. (TSXV:FLY) from group of shareholders. Firan Technology Group Corporation (TSX:FTG) entered into a definitive arrangement agreement to acquire FLYHT Aerospace Solutions Ltd. (TSXV:FLY) from group of shareholders for CAD 13.3 million on October 21, 2024. Under the terms of the Transaction, FLYHT shareholders may elect to receive in exchange for each FLYHT Share, (i) CAD 0.1103 in cash and 0.0333 of a common share of FTG (each whole such share, an “FTG Share”), (ii) CAD 0.3379 in cash or (iii) 0.0495 FTG Shares, subject to pro-ration (collectively, the “Consideration”). The Consideration will be subject to a total maximum cash consideration of CAD 4.3 million and a total maximum share consideration of 1.3 million FTG Shares. The Consideration implies a price of CAD 0.3379 per FLYHT Share. Upon the completion of the Transaction, FLYHT will become a wholly owned subsidiary of FTG. FLYHT will have to pay a termination fee of CAD 1.2 million in case it terminates the transaction.
The Transaction is structured as an arrangement under the CanadaBusiness Corporations Act and will require the approval of 66 2/3% of the votes cast by FLYHT shareholders at a special meeting to be held to approve the Transaction (the “Special Meeting”). The Transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, approval in respect of the listing of consideration shares on TSX, shareholders shall not have exercised Dissent Rights not more than 5% of the outstanding shares and customary closing conditions. The transaction has been unanimously approved by the Board of Directors of FLYHT based on the recommendation of the special committee and has been unanimously approved by the Board of Directors of Firan. Completion of the Transaction is not subject to any financing condition. The transaction is expected to close in the fourth quarter of 2024.
The Agreement includes customary provisions relating to deal-protection provisions, including a non-solicitation covenant on the part of FLYHT and a right for FTG to match any Superior Proposal (as defined in the Agreement). FLYHT has also agreed to pay a fee to FTG upon the termination of the Agreement in certain circumstances. Officers, directors and certain significant shareholders of FLYHT, holding in the aggregate FLYHT Shares representing in aggregate approximately 24% of the issued and outstanding FLYHT Shares, have entered into voting support agreements with FTG and have agreed to vote in favour of the Transaction at the Special Meeting. As on December 16, 2024, the transaction has been approved by the FLYHT shareholders and is expected to be completed on or about December 20, 2024.
Eric Moncik and Liam Churchill of Blake, Cassels & Graydon LLP acted as legal advisor to Firan. Chris Croteau of Tingle Merrett LLP acted as legal advisor to FLYHT. KSV Advisory Inc. acted as financial advisor and fairness opinion provider to the board of FLYHT. B. Riley Securities, Inc. acted as financial advisor to FLYHT.
Firan Technology Group Corporation (TSX:FTG) completed the acquisition of FLYHT Aerospace Solutions Ltd. (TSXV:FLY) from group of shareholders on December 20, 2024. As a result of the elections made by FLYHT shareholders, all holders of Common Shares who made an election will receive the following pro-ration: FLYHT shareholders who elected to receive the All-Cash Consideration will receive approximately CAD 0.3379 in cash and nil FTG Shares per Common Share; FLYHT shareholders who elected to receive the All-Share Consideration will receive approximately CAD 0.0588 in cash and 0.0409 FTG Shares per Common Share. The Common Shares of FLYHT are expected to be delisted from the TSX Venture Exchange on or about the close of trading on December 30, 2024. 공시 • Oct 25
FLYHT Aerospace Solutions Ltd.'s Common Shares to Be Delisted from the TSX Venture Exchange Following Closing of the Transaction FLYHT Aerospace Solutions Ltd. announced that it has entered into a definitive arrangement agreement (the "Agreement") to be acquired by Firan Technology Group Corporation in a cash and share transaction valued at approximately CAD 13.2 million (the "Transaction"). The consideration is comprised of cash and common shares of FTG ("FTG Shares"). The arm's length Transaction is to be effected by way of a court-approved plan of arrangement (the "Arrangement"). Under the Arrangement, FLYHT shareholders may elect to receive, for each common share of FLYHT held (a "Common Share") (i) CAD 0.1103 in cash and 0.0333 FTG Shares, (ii) CAD 0.3379 in cash or (iii) 0.0495 FTG Shares, in each case subject to pro-ration (collectively, the "Consideration"). The Consideration will be subject to maximum aggregate cash consideration of CAD 4.3 million and 1,300,000 FTG Shares. Shareholders who do not make an election will be deemed to have elected to receive a combination of cash and FTG Shares for their Common Shares. The Consideration implies a price of CAD 0.3379 per Common Share, representing a 41% premium to the closing price of the Common Shares on the TSX Venture Exchange on October 21, 2024 and a 46% premium to the 10-day volume-weighted average price per Common Share for the period ended on October 21, 2024. The Transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, and customary closing conditions and is expected to close in the fourth quarter of 2024. Completion of the Transaction is not subject to any financing condition. Upon the completion of the Transaction, FLYHT will become a wholly owned subsidiary of FTG. It is expected that the Common Shares will be delisted from the TSX Venture Exchange following closing of the Transaction. 공시 • Oct 22
Firan Technology Group Corporation (TSX:FTG) entered into a definitive arrangement agreement to acquire FLYHT Aerospace Solutions Ltd. (TSXV:FLY) for CAD 26.5 million. Firan Technology Group Corporation (TSX:FTG) entered into a definitive arrangement agreement to acquire FLYHT Aerospace Solutions Ltd. (TSXV:FLY) for CAD 26.5 million on October 21, 2024. Under the terms of the Transaction, FLYHT shareholders may elect to receive in exchange for each FLYHT Share, (i) CAD 0.1103 in cash and 0.0333 of a common share of FTG (each whole such share, an “FTG Share”), (ii) CAD 0.3379 in cash or (iii) 0.0495 FTG Shares, subject to pro-ration (collectively, the “Consideration”). The Consideration will be subject to a total maximum cash consideration of CAD 4.3 million and a total maximum share consideration of 1.3 million FTG Shares. The Consideration implies a price of CAD 0.3379 per FLYHT Share, representing a 41% premium to the closing price of the FLYHT Shares on the TSX Venture Exchange on October 21, 2024 and a 46% premium to the 10-day volume-weighted average price per Common Share for the period ended on October 21, 2024. Upon the completion of the Transaction, FLYHT will become a wholly owned subsidiary of FTG.
The Transaction is structured as an arrangement under the CanadaBusiness Corporations Act and will require the approval of 66 2/3% of the votes cast by FLYHT shareholders at a special meeting to be held to approve the Transaction (the “Special Meeting”). The Transaction is subject to receipt of FLYHT shareholder and court approvals, any required regulatory approvals and consents, and customary closing conditions and is expected to close by December 31, 2024. Completion of the Transaction is not subject to any financing condition. The Agreement includes customary provisions relating to deal-protection provisions, including a non-solicitation covenant on the part of FLYHT and a right for FTG to match any Superior Proposal (as defined in the Agreement). FLYHT has also agreed to pay a fee to FTG upon the termination of the Agreement in certain circumstances. Officers, directors and certain significant shareholders of FLYHT, holding in the aggregate FLYHT Shares representing in aggregate approximately 24% of the issued and outstanding FLYHT Shares, have entered into voting support agreements with FTG and have agreed to vote in favour of the Transaction at the Special Meeting. 