Nebo Capital Corp. Enters into Definitive Agreement with Fusion Agiletech Partners Inc. in Connection with Proposed Qualifying Transaction
Toronto, Ontario--(Newsfile Corp. - June 29, 2018) - Nebo Capital Corp (TSXV: NBO.H) ("Nebo") is pleased to announce that it has entered into a definitive agreement dated as of June 25, 2018 (the "Master Agreement"), providing for a business combination with Fusion Agiletech Partners Inc., a privately held corporation existing under the laws of Ontario ("Fusion"), which will result in a reverse take-over of Nebo by the shareholders of Fusion (the "Transaction").
Terms of the Master Agreement
The Transaction will proceed by way of a three cornered amalgamation (the "Amalgamation") pursuant to which Fusion shall amalgamate with Nebo Acquisition Corp. ("Subco"), a wholly-owned subsidiary of Nebo incorporated under the laws of Ontario, and Nebo will acquire all of the issued and outstanding Class A common shares of Fusion (the "Fusion Shares"), in exchange for common shares of Nebo (the "Nebo Shares") on a 1:1 basis, at a deemed price of C$0.35 per Nebo Share, such that Fusion will become a wholly-owned subsidiary of Nebo. The Amalgamation will also provide that all outstanding options, warrants and broker warrants to purchase Fusion Shares shall be exchanged in accordance with their terms, on a 1:1 basis, for economically equivalent securities of Nebo or become exercisable for equivalent securities of Nebo in lieu of securities of Fusion and otherwise on the same terms and conditions.
Fusion and Nebo are arm's length parties, and there are no current non-arm's length parties of Nebo which are insiders of Fusion. Authorization to proceed with the Amalgamation will require approval by the shareholders of Fusion and Subco, in addition to applicable regulatory approvals, including approvals by the TSX Venture Exchange (the "TSXV"). Nebo will also change its name to such name as shall be determined by Fusion and shall be acceptable to all applicable regulatory authorities including, without limitation, the British Columbia Registry Services and the TSXV.
Based upon the number of issued and outstanding securities in each of Nebo and Fusion on the date hereof, upon completion of the Transaction, there will be 84,831,013 Nebo Shares issued and outstanding (non-diluted), of which the shareholders of Nebo will hold approximately 11.99 percent, the shareholders of Fusion will hold approximately 88.01 percent (assuming no exercise of any stock options of Nebo prior to closing).
In connection with the Transaction:
12,283,644 common shares (the "Resulting Issuer Shares") in the capital of the combined entity resulting from the Transaction (the "Resulting Issuer") will be reserved for issuance upon exercise of all outstanding Fusion share purchase warrants issued in connection with (i) the previously announced brokered private placement of Fusion completed on March 29, 2018, and (ii) a further second tranche of such private placement, completed on June 1, 2018, of an additional 428,572 units ("Units") at a price of $0.35 per Unit to raise aggregate gross proceeds of $150,000.20 (collectively, the "Private Placement"). Each Unit consisted of one Class A common share of Fusion and one half of one common share purchase warrant (each such whole share purchase warrant, a "Warrant"), with each Warrant entitling the holder to acquire one additional Class A common share of Fusion at an exercise price of $0.50 until the date which is the earlier of June 1, 2020 and three years following completion of the Transaction. Clarus Securities Inc. acted as lead agent in connection with the second tranche of the Private Placement, with a syndicate that included PowerOne Capital Markets Limited and Primary Capital Inc. (together, with Clarus Securities Inc., the "Agents"). In partial consideration for their services, Fusion issued an aggregate of 30,000 compensation options to the Agents, each entitling the holder thereof to acquire one Unit at an exercise price of $0.35 until the earlier of three years following the completion of the Transaction and June 1, 2022;
2,516,566 Resulting Issuer Shares and 838,855 warrants of the Resulting Issuer ("Resulting Issuer Warrants") will be reserved for issuance upon exercise of the compensation options issued to Clarus Securities Inc., PowerOne Capital Markets Limited and Primary Capital Inc., which acted as agents in connection with the Private Placement, and underlying Resulting Issuer Warrants, as applicable;
the Resulting Issuer will be required to pay an additional amount of up to USD$2,500,000 to former membership interest holders of Quisitive, LLC ("Quisitive"), a subsidiary of Fusion Agile Tech Holdings Ltd. ("Fusion Holdings"), which in turn is a subsidiary of Fusion, and which amount shall be payable in Nebo Shares at a deemed price of $0.35 per share;
the Resulting Issuer will be required to issue up to 2,125,000 Resulting Issuer Shares as employment incentives to certain employees of LedgerPay Inc., a subsidiary of Fusion Holdings; and
it is anticipated that the Resulting Issuer will issue 1,665,000 options to acquire common shares in the capital of the Resulting Issuer to the new directors, officers, employees and consultants of the Resulting Issuer in consideration of the cancellation of the existing options to acquire Fusion Shares, subject to increase pursuant to the grant of up to an additional 335,000 options to acquire Fusion Shares prior to the completion of the Transaction. An aggregate of 150,000 options of Nebo are also currently outstanding.
The Master Agreement contains customary terms and conditions for a transaction of this nature, including representations and warranties of Fusion and Nebo and covenants applicable to each such entity until closing of the Transaction regarding their respective businesses and affairs and a prohibition upon both Fusion and Nebo from soliciting or initiating any discussions concerning any other business combination or similar transaction prior to the completion or termination of the Transaction. Complete details of the terms of the Transaction are set out in the Master Agreement, which will be filed by Nebo on SEDAR and will be available for viewing under Nebo's profile at www.sedar.com.
Completion of the Transaction is subject to a number of conditions, including the receipt of all applicable approvals, including, without limitation, the approval of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the filing statement prepared in connection with the Transaction, any information released or received with respect to the proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Nebo should be considered highly speculative. The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Insiders, Officers and Board of Directors of the Resulting Issuer
Upon completion of the Transaction, all directors and officers of Nebo shall resign and be replaced by nominees of Fusion. The following sets out the names and backgrounds of the persons that have currently been identified as the directors and officers of the Resulting Issuer:
Michael Reinhart—Proposed Chief Executive Officer and Director. Michael Reinhart is the Chief Executive Officer of Fusion. Michael Reinhart is also currently the President of Fusion's U.S. subsidiary, Quisitive. Reinhart has more than 20 years of experience leading national Microsoft IT services firms and a strong reputation with Microsoft leadership. He holds a Bachelor of Science degree in Computer Science from the University of Wisconsin - La Crosse and an MBA from the University of St. Thomas in Minnesota.
Stephanie Ratza—Proposed Chief Financial Officer. Ms. Ratza brings more than 20 years of finance experience with public and private technology companies. From August 2016 to May 2017, Ms. Ratza served as CFO of BlueCat Networks Inc., a private enterprise DNS company which was sold to MDP Private Equity in March 2017. From June 2015 to June 2016, Ms. Ratza served as CFO of Resolver Inc., a private governance risk and compliance software company. From April 2007 to May 2014, Ms. Ratza had served as CFO of The Descartes Systems Group. During her tenure, she demonstrated the ability to streamline financial operations and leverage technology to drive growth, increase visibility and efficiency and ultimately bottom-line performance. M&A activity has been a significant part of the growth strategy where culture is combined with technology to build a unique value proposition in the market. From November 2005 to April 2007, Ms. Ratza had served as CFO of IPICO Inc., a Burlington, Ontario-based company that designs, develops, manufactures and markets a broad range of radio frequency identification (RFID) solutions. Her other public company finance experience includes over six years at Waterloo, Ontario-based MKS Inc., serving as Vice President, Finance for five years and as director of finance for one year, and as controller for more than three years at Open Text Corporation where she lead the IPO process. Ms. Ratza is currently advising and sitting on the board of directors of Good Life Network Inc. Ms. Ratza has volunteered as an active participant on the Audit & Compliance Committee of the Laurier Board of Governors in 2014-2015 and since 2015 has been the Chair of the Audit & Compliance Committee. Since 2017 she is also a member of the compensation committee. Ms. Ratza has volunteered with Waterloo Minor Hockey, Soccer and Baseball, and with St. Mary's Hospital on the Mission and Governance Committee and is currently on the Resource Planning and Utilization Committee of St. Mary's Hospital. A Laurier alumna with a BSc ('89), she has served on the Laurier Dean of Science Advisory Committee from 2007 to 2014. Ms. Ratza is a Chartered Professional Accountant of Ontario and in June 2016, she achieved her Institute of Corporate Directorship Designation (ICD.D).
Gord McMillan—Proposed Director. Mr. McMillan has been an entrepreneur in the Canadian financial services industry since 1994. He was the co-founder and Chief Executive Officer of Triax Capital Corporation and Skylon Capital Corporation, both of which were sold to large industry consolidators. Mr. McMillan was also a shareholder and director of Fairway Capital Management Inc., Impax Funds Management Ltd. and i3 Advisors Inc. Mr. McMillan has served on the boards of numerous companies and publicly listed investment funds. Mr. McMillan was also a co-founder of Pivot Technology Solutions ("Pivot") and served on the Pivot board of directors from February 2013 until June of 2016. Currently, Mr. McMillan serves on the board of LOGiQ Asset Management Inc., a TSX-listed asset management firm. Mr. McMillan holds a Bachelor of Laws degree from Queen's University in Kingston, Ontario, and is a non-practicing member of the Law Society of Ontario.
Dave Guebert—Proposed Director. Mr. Guebert is an experienced financial professional and business manager with over 35 years of experience in finance and accounting, 25 of which were served as chief financial officer of public and private companies in the resource, finance and technology sectors. He is currently the Chief Financial Officer of Clarocity Corporation, a technology company, and also Marret Resource Corp., an investment entity. He also serves as a member of the boards of directors (and chairman of the audit committee) of Legend Power Systems Inc., a technology company which has developed proprietary power savings systems, and of Rocky Mountain Marijuana Inc., a start-up cannabis company. During his career, he has been employed in management and financial capacities in merchant energy, investment and technology industries. In addition to these roles, Mr. Guebert spent two and a half years serving as controller for the XV Olympic Winter Games. Mr. Guebert has a Bachelor of Commerce degree (University of Saskatchewan) along with both CPA-CA (Alberta) and CPA (Pennsylvania) designations.
Phil Sorgen—Proposed Director. Mr. Sorgen has been Corporate Vice President of U.S. Enterprise Commercial at Microsoft Corporation since July 2017. Phil's organization serves the largest commercial customers in the U.S. by helping them to deliver their digital transformation using Microsoft's full suite of enterprise cloud offerings. In this role, Phil is responsible for leading U.S. enterprise sales and customer success teams including national, industry and technical teams. Mr. Sorgen served as the Corporate Vice President of Worldwide Partner Group at Microsoft Corporation since September 1, 2013, until May 2016. Mr. Sorgen served as Corporate Vice President of U.S. Small and Mid-Market Solutions & Partners (SMS&P) at Microsoft Corporation until September 1, 2013. He served as President of Microsoft Canada Co, subsidiary of Microsoft Corporation since February 2006. Mr. Sorgen has been with Microsoft Corporation since 1996. He served as General Manager for Microsoft's Gulf Coast District and was responsible for building the strategies and executing the plans for sales, consulting, channel development and marketing for South Texas and Louisiana. Under his leadership, the district was one of the fastest growing in the U.S. Mr. Sorgen also created and led the worldwide Microsoft Oil and Gas Vertical, where he oversaw business strategies, including identifying key priorities and working with Microsoft technology partners to provide solutions for oil and gas manufacturing customers. Mr. Sorgen holds a Bachelor of Arts degree as well as a Masters degree in Business Administration from the University of North Texas.
After giving effect to the Transaction, the above individuals will collectively own, in the aggregate, directly or indirectly, approximately 22.61 percent of the Resulting Issuer Shares.
Information Concerning Fusion
Fusion, through its wholly-owned U.S. subsidiary Quisitive, plans to build one of North America's largest capabilities in customer-oriented information technology solutions, specializing in transformative technologies including artificial intelligence (AI), blockchain, cloud and agile software development. Quisitive is one of Microsoft's top 35 U.S. partners, selected as member of the Microsoft National Solutions Provider Program and a leading Microsoft Azure partner. Fusion's growth strategy includes acquisition of IT services firms to build one of the industry's largest Consulting Services firms, bringing high value to Microsoft and their customers.
Fusion will fund investments in artificial intelligence, internet of things and blockchain product innovation to create industry solutions. These solutions will leverage cloud and distributed ledger technology to build trust, simplicity, operational efficiency and enhanced customer experience. Fusion, in partnership with Microsoft, will be working with clients and developers across multiple industries to explore how the emerging technologies can transform how business is done in areas as diverse as banking and financial services, supply chain, healthcare, travel and transportation, and energy and utilities. Fusion's LedgerPay initiative will leverage Quisitive's unique experience in payment system technology and its strong relationships in the U.S. banking and merchant communities.
The registered office address of Fusion is located at 34 King St. East, Suite 700, Toronto, Ontario M5C 2X8.
Additional Information Regarding Nebo
Nebo exists under the provisions of the Business Corporations Act (British Columbia) with its registered and head office in Vancouver, British Columbia. It is a capital pool company and intends for the Transaction to constitute its "Qualifying Transaction" as such term is defined in the policies of the TSXV. Nebo is a "reporting issuer" within the meaning of the Securities Act (Ontario), Securities Act (British Columbia) and Securities Act (Alberta).
Since the Transaction is an arm's length transaction, Nebo is not required to obtain shareholder approval for the Transaction.
The Nebo Shares are currently listed for trading on the NEX board of the TSXV. In accordance with TSXV policy, however, the Nebo Shares are currently halted from trading and will remain halted until such time as determined by the TSXV, which, depending on the policies of the TSXV, may not occur until the completion of the Transaction.
Nebo has made an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction, however there is no assurance that the TSXV will exempt Nebo from all or part of applicable sponsorship requirements.
All information contained in this news release with respect to Nebo and Fusion was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
For further information regarding the Transaction, please contact:
Neil Halldorson, President and Chief Executive Officer, Nebo Corp.
Telephone: (604) 689-1428
Mike Reinhart, Chief Executive Officer, Fusion
Telephone: (972) 536-1025
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
NEITHER THE TSXV NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSXV) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: the terms and conditions of the proposed Transaction; use of funds; and the business and operations of the Resulting Issuer after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Nebo and Fusion assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.
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