공고 • Oct 29
Mondias Natural Products Inc. (TSXV:NHP) completed the acquisition of Lumiera Health Innovation Inc. from Tetra Bio-Pharma Inc. (TSXV:TBP) and certain minority shareholders.
Mondias Natural Products Inc. (TSXV:NHP) signed a binding letter of intent to acquire Lumiera Health Innovation Inc. from Tetra Bio-Pharma Inc. (TSXV:TBP) and certain minority shareholders for CAD 0.9 million on July 23, 2020. Mondias will acquire Lumiera for a purchase price that is based on a projected revenue valuation of the Lumiera business, with a minimum purchase price of CAD 1 million and a maximum purchase price of CAD 1.5 million that will be finalized at the time of entering into a definitive agreement. The purchase price for the transaction will be satisfied by the issuance of Mondias common shares. It would represent a minimum of 12.5 million and a maximum of 18.75 million common shares respectively. Mondias Natural Products Inc. entered into a definitive agreement to acquire Lumiera Health Innovation Inc. from Tetra Bio-Pharma Inc. for CAD 1.3 million on August 14, 2020. Under the share exchange agreement, Mondias will acquire all of the issued and outstanding shares in the capital of Lumiera through the issuance of 16 million common shares. As of October 20, 2020, certain terms of the share exchange agreement has been revised. Mondias and Tetra have agreed that Mondias will acquire Lumiera for a purchase price of CAD 1.3 million. The purchase price will be satisfied by the issuance of 16.3 million Mondias common shares. The amount represents an increase of 0.25 million common shares from the original amount, which is intended to compensate Tetra for the delays in closing the transaction and additional costs.
Following the transaction, Mondias will amalgamate its wholly owned subsidiary Laboratoire Holizen Inc. and Lumiera. Mondias will undertake to change its name from Mondias Natural Products Inc. to Lumiera Health Innovations Inc. As of April 30, 2020, Lumiera had total assets of CAD 0.04 million. The board of directors of the resulting issuer will be comprised of Kevin Roland, Mario Paradis, Kevin Cole, Marie Bélanger, and Nathalie Nasseri. The letter of intent contemplates the negotiation and execution of a binding definitive agreement, and completion of the transaction remains subject to a number of closing conditions, some of which are customary, including the approval of the transaction by Mondias’ shareholders, the signature by Lumiera of a convertible debenture facility for aggregate gross proceeds of approximately CAD 2 million, on terms satisfactory to Lumiera and Tetra, which facility will be assumed by Mondias upon closing of transaction, the completion by Mondias of an equity financing for gross proceeds of at least CAD 0.35 million to finance the development of the Lumiera natural health products, including the Holizen brand, and the new sleep aid product BazzicsTM, the conversion of preferred shares, certain debentures, loans and fees of Mondias in Mondias common shares upon closing of transaction and the receipt of regulatory approvals including that of the TSXV. In addition, Guy Chamberland will not vote the shares of Mondias held by his holding company in connection with the shareholders resolution to approve the transaction that will be proposed at the upcoming meeting. In addition, on behalf of Tetra, transaction was approved by the members of the board of directors of Tetra who had no interest in the proposed transaction and Guy Chamberland recused himself from the deliberations and from the approval of transaction. The definitive agreement is subject to the completion of an equity financing of a minimum CAD 1 million by means of private placement of Mondias, of which CAD 0.5 million has to be completed concurrently with the closing of the transaction, as well as a CAD 2 million convertible debenture by Lumiera, which will be assumed by Mondias on closing. The transaction is also subject to obtaining the consent of TSXV in connection with the definitive agreement, Mondias redeeming all outstanding Series I and E Preferred Shares in accordance with their terms, and neither Mondias nor Lumiera having suffered a material adverse effect.
As of August 18, 2020, approval for name change is received from Mondias shareholders. Mondias intends to launch a new corporate website in due course. All other terms of the transaction remain unchanged. The amended agreement is still subject to a number of closing conditions, including the approval of the transaction by the Mondias shareholders and TSXV approval. As of October 27, 2020, the parties received conditional approval from the TSX Venture Exchange. As per the amended agreement Mondias will complete a corporate name change to Lumiera Health Inc. / Lumiera Santé Inc. The name change will take effect at the open of market on or about October 28, 2020, subject to the approval of the TSXV. The common shares of Mondias will continue trading on the TSXV under the same ticker symbol "NHP". The Corporation's new CUSIP number will be 550254106 and the new ISIN will be CA5502541066. The transaction is expected to close on or about September 14, 2020. As of August 17, 2020, the transaction is expected to close on or around September 30, 2020. As of October 14, 2020, the transaction is expected to close on or around end of October 2020. As of October 20, 2020, the transaction is expected to close on or around end of October 27, 2020.
Mondias Natural Products Inc. (TSXV:NHP) completed the acquisition of Lumiera Health Innovation Inc. from Tetra Bio-Pharma Inc. (TSXV:TBP) and certain minority shareholders on October 27, 2020. Of the consideration shares, 14.625 million Mondias common shares received by Tetra and 1.625 million received by minority shareholders.
