/home/grassnews/public_html/wp-content/themes/zox-news/parts/post-single.php on line 153
">
Warning: Undefined array key 0 in /home/grassnews/public_html/wp-content/themes/zox-news/parts/post-single.php on line 153

Warning: Attempt to read property "cat_name" on null in /home/grassnews/public_html/wp-content/themes/zox-news/parts/post-single.php on line 153

Mogo Announces Business Combination with Difference Capital Financial

Published

5 years ago

April 16, 2019

Reading Time: 3 minutes

Mogo Finance Technology Inc. (TSX:MOGO) (NASDAQ: MOGO) (“Mogo”) is pleased to announce the signing of a definitive arrangement agreement (the “Arrangement Agreement”) to merge Mogo (the “Transaction”) by way of a plan of arrangement with Difference Capital Financial Inc. (TSX:DCF) (“Difference”). Following the combination, the resulting company (the “Combined Entity”) is expected to be named ‘Mogo Inc.’.

Under the terms of the Arrangement Agreement, each common share of Mogo (a “Mogo Share”) will be exchanged for one (the “Exchange Ratio”) Difference common share (a “Difference Share”). Upon completion of the Transaction, former Mogo shareholders will own approximately 80% of the Combined Entity on a fully diluted basis. Following completion of the Transaction, all of Mogo’s outstanding convertible securities will become exercisable or convertible, as the case may be, for shares of the Combined Entity in accordance with the Exchange Ratio.

The Transaction is subject to Mogo shareholder approval, regulatory approval and satisfaction of other customary conditions. The Transaction is expected to close in the second quarter of 2019.

Transaction Highlights

Following the combination, the Combined Entity is expected to be named ‘Mogo Inc.’. Mogo shareholders will own approximately 80% of the Combined Entity and Dave Feller will be Chairman and CEO and Greg Feller will be President, CFO and Director of the Combined Entity.
The Combined Entity will continue to execute on Mogo’s vision of building the leading fintech platform in Canada. The combination will give Mogo immediate access to approximately $9 – $10 million in cash, which reflects proceeds from Difference’s two recently announced monetizations. In addition, Mogo will have control of Difference’s portfolio of investments in some of the premier private technology companies in Canada, including Hootsuite and Vision Critical, which collectively have an estimated fair market value of approximately $24 million.
The Transaction has received the unanimous recommendation of both Mogo’s and Difference’s special committees and respective boards of directors, with voting and support agreements representing approximately 21.8% of outstanding Mogo Shares and approximately 49.8% of outstanding Difference Shares executed in support of the Transaction.

“This transaction enables Mogo to continue to invest in new products and innovation, building on our leadership position in the Canadian fintech space,” said David Feller, Mogo’s Founder and CEO. “We are excited by the opportunity that the Transaction presents for shareholders of Mogo and Difference and are very pleased to have the support of the Difference board. We look forward to working closely with the leadership team at Difference to complete the Transaction.”

“The merger with Difference strengthens our financial position and represents a significant opportunity to create value for shareholders of the combined entity,” added Greg Feller, Mogo’s President. “Difference has invested in many of Canada’s leading technology companies and Mogo has built a valuable distribution platform. Shareholders of both companies will benefit from improved financial flexibility as we execute on our strategy of partnering to bring best-in-class products to our more than 800,000 members.”

Transaction Summary

The proposed transaction will be completed pursuant to a plan of arrangement under the Business Corporations Act(British Columbia) and, in addition to other customary closing conditions, is subject to regulatory and court approvals. The Transaction will need to be approved by: (i) two-thirds of the votes cast by Mogo shareholders at its shareholder meeting; and (ii) if required, a simple majority of the votes cast by Mogo shareholders at its shareholder meeting, excluding the votes held by certain persons as required by Multilateral Instrument 61-101. The directors and certain shareholders of Mogo, representing approximately 21.8% of Mogo’s outstanding shares, have entered into support agreements pursuant to which they agreed to vote their Mogo Shares in favor of the Transaction.

The annual general and special meeting of Mogo is expected to be held in June 2019. An information circular detailing the terms and conditions of the Transaction will be filed with regulatory authorities and mailed to the shareholders of Mogo in accordance with applicable securities laws. The Arrangement Agreement includes customary deal-protection provisions, including non-solicitation of alternative transactions and break fees payable by Mogo and Difference, respectively, under certain circumstances.

Mogo’s Board of Directors and Special Committee have determined that the proposed transaction is in the best interest of the shareholders, having taken into account advice from their financial advisors, and have unanimously approved the Transaction. Mogo’s Board of Directors recommends that their shareholders vote in favor of the proposed transaction.

Advisors and Counsel

Mogo’s financial advisor is Raymond James Ltd. and its legal counsel in Canada is Stikeman Elliott LLP. Raymond James Ltd. provided an opinion to Mogo’s Board of Directors that, as of the date thereof and subject to the assumptions, limitations and qualifications set out therein, the transaction is fair, from a financial point of view, to the shareholders of Mogo.

SOURCE Mogo Finance Technology Inc

Cannabis

Cannabis Concentrate Market to Cross US$2.4 Billion by 2030 amid Rising Medical and Recreational Demand

Published

19 hours ago

April 18, 2024

GlobeNewswire

transfer

IMC to transfer its Oranim Pharmacy shares back to the seller

Published

3 days ago

April 16, 2024

CISION (PR Newswire)

imc-to-transfer-its-oranim-pharmacy-shares-back-to-the-seller

TORONTO and GLIL YAM, Israel, April 16, 2024 /PRNewswire/ — IM Cannabis Corp. (CSE: IMCC) (NASDAQ: IMCC) (the “Company” or “IMC“), a leading medical cannabis company with operations in Israel and Germany, is announcing that, further to the news release dated January 12, 2024, the Company has decided not to make remaining installment payments installments (i.e. NIS 5,873K including interest or 2,154K CAD) by IMC Holdings Ltd., and as such will transfer the 51% shares held by IMC Holdings Ltd back to the seller.

“With the April 1^st cannabis legalization in Germany, we are focusing our resources on the German market, where we expect to see the biggest growth potential,” said Oren Shuster, CEO of IMC. “With both of our core markets, Germany and Israel, currently undergoing rapid evolution, we need to assure that we allocate our resources to the growth opportunities where we expect the best return on investment.”

About IM Cannabis Corp.

IMC (Nasdaq: IMCC) (CSE: IMCC) is an international cannabis company that provides premium cannabis products to medical patients in Israel and Germany, two of the largest medical cannabis markets. The Company has recently exited operations in Canada to pivot its focus and resources to achieve sustainable and profitable growth in its highest value markets, Israel and Germany. The Company leverages a transnational ecosystem powered by a unique data-driven approach and a globally sourced product supply chain. With an unwavering commitment to responsible growth and compliance with the strictest regulatory environments, the Company strives to amplify its commercial and brand power to become a global high-quality cannabis player.

The IMC ecosystem operates in Israel through its commercial relationship with Focus Medical Herbs Ltd., which imports and distributes cannabis to medical patients, leveraging years of proprietary data and patient insights. The Company also operates medical cannabis retail pharmacies, online platforms, distribution centers, and logistical hubs in Israel that enable the safe delivery and quality control of IMC’s products throughout the entire value chain. In Germany, the IMC ecosystem operates through Adjupharm GmbH, where it distributes cannabis to pharmacies for medical cannabis patients. Until recently, the Company also actively operated in Canada through Trichome Financial Corp and its wholly owned subsidiaries, where it cultivated, processed, packaged, and sold premium and ultra-premium cannabis at its own facilities under the WAGNERS and Highland Grow brands for the adult-use market in Canada. The Company has exited operations in Canada and considers these operations discontinued.

Disclaimer for Forward-Looking Statements

This press release contains forward-looking information or forward-looking statements under applicable Canadian and U.S. securities laws (collectively, “forward-looking statements”). All information that addresses activities or developments that we expect to occur in the future are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect”, “likely” and “intend” and statements that an event or result “may”, “will”, “should”, “could” or “might” occur or be achieved and other similar expressions. Forward-looking statements are based on the estimates and opinions of management on the date the statements are made. In the press release, such forward-looking statements include, but are not limited to, the occurrence of growth opportunities and the likelihood of growth potential.

Forward-looking statements are based on assumptions that may prove to be incorrect, including but not limited to: the development and introduction of new products; continuing demand for medical and adult-use recreational cannabis in the markets in which the Company operates; the Company’s ability to reach patients through both e-commerce and brick and mortar retail operations; the Company’s ability to maintain and renew or obtain required licenses; the effectiveness of its products for medical cannabis patients and recreational consumers; and the Company’s ability to market its brands and services successfully to its anticipated customers and medical cannabis patients.

The above lists of forward-looking statements and assumptions are not exhaustive. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated or implied by such forward looking statements due to a number of factors and risks. These include: any failure of the Company to maintain “de facto” control over Focus Medical in accordance with IFRS 10; the failure of the Company to comply with applicable regulatory requirements in a highly regulated industry; unexpected changes in governmental policies and regulations in the jurisdictions in which the Company operates; the effect of the reform on the Company; the Company’s ability to continue to meet the listing requirements of the Canadian Securities Exchange and the NASDAQ Capital Market; any unexpected failure to maintain in good standing or renew its licenses; the ability of the Company and Focus Medical (collectively, the “Group”) to deliver on their sales commitments or growth objectives; the reliance of the Group on third-party supply agreements to provide sufficient quantities of medical cannabis to fulfil the Group’s obligations; the Group’s possible exposure to liability, the perceived level of risk related thereto, and the anticipated results of any litigation or other similar disputes or legal proceedings involving the Group; the impact of increasing competition; any lack of merger and acquisition opportunities; adverse market conditions; the inherent uncertainty of production quantities, qualities and cost estimates and the potential for unexpected costs and expenses; risks of product liability and other safety-related liability from the usage of the Group’s cannabis products; supply chain constraints; reliance on key personnel; the risk of defaulting on existing debt and war, conflict and civil unrest in Eastern Europe and the Middle East

Any forward-looking statement included in this press release is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made.

The Company does not undertake any obligation to update forward-looking statements except as required by applicable securities laws. Investors should not place undue reliance on forward-looking statements. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.

Company Contacts:

Anna Taranko, Director Investor & Public Relations
IM Cannabis Corp.
+49 157 80554338
[email protected]

Oren Shuster, Chief Executive Officer
IM Cannabis Corp.
[email protected]

Logo – https://mma.prnewswire.com/media/1742228/IM_Cannabis_Logo.jpg

View original content:https://www.prnewswire.co.uk/news-releases/imc-to-transfer-its-oranim-pharmacy-shares-back-to-the-seller-302117984.html