Deveron Corp. (TSXV:FARM) acquired 67% stake in A&L Canada Laboratories Inc. from certain vendor shareholders including Greg Patterson, CEO of A&L.
Deveron Corp. (TSXV:FARM) entered into a definitive agreement to acquire a 67% stake in A&L Canada Laboratories Inc. from certain vendor shareholders including Greg Patterson, CEO of A&L, for CAD 50.3 million on May 2, 2022. . Total consideration payable to the vendor shareholders includes CAD 42.8 million in cash and CAD 7.5 million in the Company’s common shares. The CAD 7.5 million in the Company’s common shares will be distributed to a company controlled by Greg Patterson, one of the vendor shareholders who, upon closing of the Acquisition, is expected to continue as President, CEO and director of A&L and be appointed to Deveron’s Board of Directors. Deveron will have an option to purchase the remaining 33% following the three-year anniversary of closing. During the 12 month period ended December 31, 2021, A&L had revenue of CAD 26.7 million, EBITDA of CAD 11.6 million, total unaudited assets of CAD 19,835,475 and total unaudited liabilities of CAD 6,747,983. In connection with the Acquisition, Deveron will file a preliminary prospectus supplement in connection with a marketed public offering of subscription receipts to be led by TD Securities Inc. for gross proceeds of approximately CAD 20 million. In connection with the Acquisition, the Toronto-Dominion Bank has provided A&L with a commitment letter pursuant to which, among other things, it has agreed to provide A&L with: (a) a revolving credit facility in the principal amount of up to CAD 5 million available for working capital and general corporate purposes including up to CAD 1 million in letters of credit; and (b) a term loan in the principal amount of up to CAD 24 million. A&L expects to immediately loan the CAD 24 million under the Term Facility to Deveron and to ultimately use the proceeds available under the Term Facility to partially fund the cash consideration and fees relating to the completion of the Acquisition. The Acquisition and the Offering have been unanimously approved by the directors of Deveron entitled to vote thereon, and remain subject to customary closing conditions, including regulatory approvals (including the approval of the TSX Venture Exchange) and financing conditions. Subject to the foregoing, closing of the Offering is expected to occur on or about May 12, 2022. The Acquisition is expected to close during the second quarter of 2022. TD Securities Inc. is acting as financial advisor to Deveron on the Acquisition and TD Securities Inc. is acting as bookrunner on the Offering. Irwin Lowy LLP is acting as legal advisor to Deveron on the Acquisition, Miller Thomson LLP is acting as Deveron’s counsel on the Offering and the Credit Facility, and Bennett Jones LLP is acting as Underwriters’ counsel on the Offering.
Deveron Corp. (TSXV:FARM) acquired 67% stake in A&L Canada Laboratories Inc. from certain vendor shareholders including Greg Patterson, CEO of A&L on May 24, 2022. Under the terms of the Acquisition, the total consideration paid to the vendor shareholders was comprised of: (i) CAD 37.8 million in cash; (b) CAD 4.9 million in promissory notes; and (c) 13,688,182 common shares (“Common Shares”) in the capital of the Company at a deemed issue price of CAD 0.55 per Common Share. Pursuant to applicable Canadian securities laws, all securities issued pursuant to the Acquisition are subject to a hold period of four months and one day, expiring on September 21, 2022. As previously announced, Deveron financed the cash component of the purchase price of the Acquisition through: (i) a CAD 28.3 million credit facility provided by Toronto-Dominion Bank; (ii) a non-brokered private placement of CAD 10 million in unsecured convertible debentures (each, a “Debenture”) at a price of CAD 1,000 per Debenture, which closed on May 18, 2022; and (iii) the Company’s treasury cash. The Company has obtained the necessary approvals to close the acquisition, including receipt of final acceptance from the TSX Venture Exchange.