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HAW Capital Corp. and GOLO Inc. announce business combination agreement
Apr 01, 2019
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR DISSEMINATION IN UNITED STATES
CALGARY, ALBERTA – HAW Capital Corp. ("HAW" or the "Corporation") (TSX Venture: HAW.P) is pleased to announce that it has entered into a business combination agreement dated March 29, 2019 (the "Agreement") with GOLO Inc. ("GOLO") and a wholly-owned subsidiary of HAW ("Acquireco") pursuant to which the parties have agreed to complete a business combination involving a "three-cornered" amalgamation of GOLO and Acquireco that will have the effect of HAW acquiring all of the issued and outstanding common shares of GOLO (the "GOLO Shares") (the "Proposed Transaction"). The Proposed Transaction is expected to constitute HAW's Qualifying Transaction under Policy 2.4 – Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "TSXV"), subject to TSXV approval. It is expected that the Resulting Issuer (as defined below) will be involved in the TSXV's "Technology" or "Industrial" industry segment. A copy of the Agreement will be made available on HAW's SEDAR profile at www.sedar.com.
GOLO is a private Montréal-based corporation incorporated under the Canada Business Corporations Act (the "CBCA"). In 2015, GOLO was launched as a mobile and web-based order ahead platform for item pick up and delivery at venues and stadiums allowing users to order food and get it delivered to their seat or pick it up at an express lane. Since then, GOLO has rapidly evolved to become a broader platform offering that can be customized to service multiple industries or communities such as cities, airports, office towers, condo towers, hotels, hospitals and convention centers.
GOLO is a wholly-owned subsidiary of Paysafe UK GOLO Holdco Limited ("UK Holdco"), a British corporation controlled, indirectly, by funds managed by The Blackstone Group L.P. and CVC Capital Partners, private equity firms headquartered in the United States and the United Kingdom, respectively.
The Proposed Transaction
HAW, GOLO and Acquireco have entered into the Agreement pursuant to which GOLO will amalgamate with Acquireco to form "Amalco", pursuant to the CBCA, and HAW (which will be the "Resulting Issuer", as defined under the policies of the TSXV) will issue common shares ("RI Shares") to the former GOLO shareholders, on the basis of one RI Share for each GOLO Share. Each outstanding warrant and other convertible security (if any) of GOLO will be exchanged for warrants and convertible securities of the Resulting Issuer on substantially the same economic terms and conditions as the existing warrants and convertible securities of GOLO. Upon completion of the Proposed Transaction, Amalco will be a wholly-owned subsidiary of the Resulting Issuer.
As part of the Proposed Transaction, HAW intends to change its name to “GOLO Mobile Inc.”, effective as of the closing of the Proposed Transaction, to adopt a new stock option plan for the Resulting Issuer and to discontinue as a corporation under the Business Corporations Act (Alberta) to continue as a corporation incorporated under the CBCA following closing of the Proposed Transaction. All of the directors and officers HAW holding, in the aggregate, approximately 30% of the issued and outstanding HAW Shares have confirmed their support for the Transaction.
Assuming a Private Placement (as defined below) of $6,750,000, an aggregate of approximately 113,235,293 RI Shares will be issued to GOLO shareholders in exchange for their GOLO Shares, for total deemed consideration of $19,250,000 or $0.17 per RI Share, resulting in approximately 125,775,293 RI Shares issued and outstanding immediately following closing of the Proposed Transaction, with UK Holdco holding approximately 58% of the RI Shares, Private Placement subscribers holdings approximately 31% of the RI Shares and former HAW shareholders holding approximately 11% of the RI Shares.
Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to, third-party and board approvals and consents, satisfaction or waiver of all conditions set forth in the Agreement (including completion of the Private Placement), TSXV acceptance of the Proposed Transaction.
Concurrent with or immediately prior to the closing of the Proposed Transaction, GOLO expects to complete a non-brokered private placement for aggregate gross proceeds of up to approximately $6,750,000 (the "Private Placement"). The Private Placement is expected to be comprised of up to 39,705,882 units ("Units") at a price of $0.17 per Unit, each Unit comprised of one GOLO Share and one-half of one GOLO Share purchase warrant. Additional details of the Private Placement will be provided in a subsequent news release.
Selected Financial Information of GOLO
Based on the annual financial statements of GOLO for the year ended December 31, 2018 as adjusted, on a pro forma basis, to reflect certain debt repayment and capitalization transactions undertaken by GOLO subsequent to December 31, 2018, GOLO would have had revenue of approximately $257,320, net loss of $10,940,981, assets of $12,121,205, liabilities of $1,201,709 and shareholders' equity of $10,919,496. The audit of GOLO's annual financial statements for the year ended December 31, 2018 is not yet complete and this financial information is therefore subject to change. In addition, this pro forma financial information is based upon certain assumptions and adjustments and is not necessarily indicative of GOLO's financial position if the debt repayment and capitalization transactions were completed during the period presented, nor does it purport to project GOLO's or the Resulting Issuer's financial position for any future period.
Management Team, Board of Directors and Other Insiders
Concurrent with the completion of the Proposed Transaction, it is expected that all directors and officers of HAW will resign and be replaced by GOLO nominees. The directors, officers and insiders of the Resulting Issuer are expected to be the following:
Danny Chazonoff – Director
Danny Chazonoff is Chief Operating Officer of Paysafe Group ("Paysafe"), a role he has held since the completion of the Optimal Payments acquisition in 2011. His international leadership experience spans bank and partner relationships, product and technology strategy, business and sales strategy and M&A. Prior to his current role, from 1996, Mr. Chazonoff was employed by OP Payments Inc., and its related companies, where he held a number of leadership roles including Chief Operating Office and Chief Technology Officer. Mr. Chazonoff has also served as Vice President, MIS and Web Development at BCE Emergis, a subsidiary of Bell Canada, and as Director of Operations for AVS Technologies, a leading distributor of consumer electronics in Canada. In 1985, Mr. Chazonoff earned a Bachelor of Commerce with a Major in Management Information Systems from McGill University, Montréal, and an MBA from the John Molson School of Business, Montréal, in 1997.
Brahm Gelfand – Director
Brahm Gelfand is currently counsel to the Montréal law firm Lapointe Rosenstein Marchand Melançon, LLP, where he previously served as a partner and, for a number of years, as the Chairman of the Executive Committee of a predecessor firm. Mr. Gelfand's legal practice has focused on corporate securities, mergers, acquisitions and intellectual property, where he has advised corporate entities and entrepreneurs in Montréal, nationally and internationally, with a concentration in the United States, Italy and France. Mr. Gelfand is currently a director and the Chair of the Remuneration Committee of Dundee Sustainable Technologies Inc., a company listed on the Canadian Securities Exchange. Mr. Gelfand was previously a director of Tefron Ltd., a company listed on the Tel Aviv Stock Exchange. Prior to the privatization of Paysafe in the fall of 2017, Mr. Gelfand was one of its independent directors and a member of the Audit Committee, having assumed that position in March 2014. Mr. Gelfand was Chairman of Micro Tempus Inc., a small software development start‑up, which became Surefire Commerce Inc., which, in turn, became Optimal Payments Inc. and today, Paysafe. Mr. Gelfand served as Deputy Chairman of Surefire Commerce Inc. as well as Chair of its Remuneration Committee and a member of its Audit Committee. Mr. Gelfand was previously a member of the Independent Review Committee of 1832 Asset Management LLP (Scotiabank). Mr. Gelfand earned a Bachelor of Arts in 1957 and a Bachelor of Civil Law in 1960, both from McGill University.
Brian Kreisman – Director
Brian Kreisman joined Crowe BGK LLP, a Montréal-based public accounting and business advisory firm, in 1990 and took on the managing partner role in 2014. Mr. Kreisman specializes in audit, valuations, forensics and litigation and business consulting with a focus on the gaming and multimedia, manufacturing and wholesale and distribution industries. Mr. Kreisman is a member of the Canadian Institute of Chartered Accountants Alliance for Excellence in Investigative and Forensic Accounting, the Association of Certified Fraud Examiners and the Ordre des comptables professionnels agréés du Québec. Mr. Kreisman earned a B. Comm from Concordia University in 1991 and a Diploma in Public Accountancy (Honors) from McGill University in 1993.
Robert McCue – Director
Robert McCue joined the Calgary office of Bennett Jones LLP as a partner in 2011. Previously, Mr. McCue was a partner at McCarthy Tétrault LLP in Calgary. In his legal practice, Mr. McCue provides opinions and advice with respect to various taxation matters, including cross-border financings, merger and acquisitions transactions and Scientific Research & Experimental Development (SR&ED) related issues. Mr. McCue has acted in an executive capacity for numerous community and business related services organizations, and as a member of various boards of private and public companies in the oil and gas, forestry and high tech industries, including as the Corporate Secretary of Toronto Stock Exchange-listed Eagle Energy Inc. from November 2010 to January 2012. Mr. McCue earned a Bachelor of Arts (with distinction) in 1981, an MBA in 1985 and an LLB in 1985, all from the University of Alberta.
Jean-François Noël – Director, President and Chief Executive Officer
Jean-François Noël joined GOLO in 2017 as the Chief Executive Officer. Previously, Mr. Noël has owned, managed or consulted for companies in various fields, including technology, manufacturing, retail and distribution. Mr. Noël was the President of Landis International Inc. from 2013 to 2017. In 1995, Mr. Noël founded a web application development company, which he sold to Compuware USA in early 2000 and continued as Managing Director for their Canadian operation until 2005. Mr. Noël has also previously worked for UPS, where he oversaw operations planning and implementation of the package tracking system in Canada. Mr. Noël earned a degree in Industrial Engineering from l'École Polytechnique de Montréal in 1991.
Stephane Morneau – Chief Financial Officer
Stephane Morneau joined GOLO in 2018 as the Chief Financial Officer. Mr. Morneau has also been employed by Paysafe since May 2009, with his current role being Senior Vice President Finance, North America, in which he supports various business units with a focus on payment processing and GOLO. Previously, Mr. Morneau worked for almost 15 years at a large Canadian accounting firm. Mr. Morneau assumed the role of Group Financial Controller at Paysafe in 2015 and successfully oversaw Paysafe's transition from an Alternative Investment Market-listed company to an FTSE 250 company on the London Stock Exchange. Mr. Morneau obtained a B. Comm from Concordia University in 1996 and a Graduate Diploma in Public Accountancy from Concordia University in 1998 and has been qualified as a Chartered Professional Accountant since 1999.
Upon completion of the Proposed Transaction, UK Holdco is expected to be an insider of the Resulting Issuer by virtue of beneficially owning or controlling, directly or indirectly, more than 10% of the issued and outstanding RI Shares.
It is currently anticipated that James McRoberts, a director and the Chief Executive Officer of HAW, will participate in the Private Placement such that, following completion of the Proposed Transaction, he will hold more than 10% of the issued and outstanding RI Shares.
Arm's Length Transaction, Sponsorship & Regulatory Matters
The parties to the Proposed Transaction are at arm's length and therefore it is anticipated that the Proposed Transaction will not be a Non-Arm's Length Qualifying Transaction for purposes of Policy 2.4, as none of the directors, officers or insiders of HAW, or any of their respective associates or affiliates, currently own any securities of GOLO.
Canaccord Genuity Corp., subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the Proposed Transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the Proposed Transaction or the likelihood of completion.
Trading of the HAW Shares on the TSXV is currently suspended and will remain suspended pending closing of the Proposed Transaction.
Additional information regarding the Proposed Transaction will be provided in a subsequent news release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to the Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed 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 Proposed 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.
HAW is a capital pool company created to identify potential acquisitions of commercially viable businesses and assets that have the potential to generate profits and add shareholder value.
For further information: David Hyman, CFO, HAW Capital Corp., email@example.com; Stephane Morneau, CFO, GOLO Inc., firstname.lastname@example.org; or Kate Aldridge, SVP Corporate Communications, Paysafe Group, email@example.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. Although the Corporation believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in these forward-looking statements and information in this press release are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. The forward-looking statements and information in this press release include information relating to the business plans of HAW and GOLO, the Proposed Transaction (including TSXV approval, satisfaction of the conditions set forth in the Agreement, and the closing of the Proposed Transaction), the Private Placement and the officers, directors and insiders of the Resulting Issuer upon completion of the Proposed Transaction. Such statements and information reflect the current view of HAW and/or GOLO, respectively. Risks and uncertainties may cause actual results to differ materially from those contemplated in these forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause HAW's actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: (i) there is no assurance that HAW and GOLO will obtain all requisite approvals for the Proposed Transaction, including the approval of the TSXV for the Proposed Transaction (which may be conditional upon amendments to the terms of the Proposed Transaction); there is no certainty that the Private Placement will be completed or that it will be completed on the terms contemplated herein; (ii) following completion of the Proposed Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer; (iii) new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and (iv) the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance. There are a number of important factors that could cause HAW and GOLO's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of HAW; disruptions or changes in the credit or security markets; results of operations, activities and development of projects; project cost overruns or unanticipated costs and expenses; and general market and industry conditions. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Corporation, GOLO, their respective securities, or their respective financial or operating results (as applicable).
HAW cautions that the foregoing list of material factors is not exhaustive. When relying on HAW's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. HAW has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of HAW as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. HAW does not undertake to update this information at any particular time except as required in accordance with applicable laws.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.