/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE
SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES/
TORONTO, June 26,
2024 /CNW/ - June 26,
2024 — Mercer Park Opportunities Corp. ("Mercer Park
Opportunities" or the "Company") has filed a preliminary
prospectus dated June 26, 2024 (the
"Preliminary Prospectus") with the securities regulatory
authorities in all provinces and territories of Canada, except Quebec, in respect of its proposed initial
public offering (the "Offering") of U.S.$200,000,000 of Class A Restricted Voting Units
("Class A Restricted Voting Units"). The proceeds from the
distribution of the Class A Restricted Voting Units will be
deposited into an escrow account and will only be released upon
certain prescribed conditions.
Mercer Park Opportunities is a newly organized special purpose
acquisition corporation incorporated as an exempted company under
the laws of the Cayman Islands for
the purpose of effecting, directly or indirectly, an acquisition of
one or more businesses or assets, by way of a merger, amalgamation,
arrangement, share exchange, asset acquisition, share purchase,
reorganization, or any other similar business combination involving
the Company, (our "qualifying acquisition"). Mercer Park
Opportunities intends to focus the search for target businesses
that operate in cannabis and/or cannabis-related industries in
the United States; however, Mercer
Park Opportunities is not limited to a particular industry or
geographic region for purposes of completing our qualifying
acquisition. Mercer Park Opportunities intends to focus on
acquiring one or more companies with an estimated aggregate
enterprise value of up to U.S. $1
billion.
Mercer Park Opportunities' management team and board of
directors is expected to be comprised of:
- Jonathan Sandelman, Chief
Executive Officer, Chairman and Director
- Founder of Ayr Wellness Inc., a leading United States multi-state operator in the
cannabis industry which is a successor to Cannabis Strategies
Acquisition Corp., the first cannabis-focused special purpose
acquisition company, and Mercer Park Brand Acquisition Corp., a
special purpose acquisition company that is a predecessor to Glass
House Brands Inc.
- Joshua Snyder, Head of Mergers
& Acquisitions
- Previously served as the Head of Mergers & Acquisitions at
The Cannabist Company Holdings Inc. (formerly Columbia Care Inc.),
where he executed a M&A roll-up strategy, sourcing, negotiating
and closing numerous acquisitions over a 3-year period.
- Stephen Andersons, Director
- Mina Mawani, Director
- Bernard Sucher, Director
- Carmelo Marrelli, Chief
Financial Officer and Corporate Secretary
Each Class A Restricted Voting Unit has an offering price of
U.S.$10.00 and consists of one Class
A Restricted Voting Share and one share purchase warrant of the
Company (each, a "Warrant"). Upon the closing of our
qualifying acquisition, each Class A Restricted Voting Share would,
unless previously redeemed, be automatically converted into one
subordinate voting share of the Company (the "Subordinate Voting
Shares") and it is expected, subject to receipt of shareholder
approval or exemptive relief, that each Class B Share (as defined
below) would be automatically converted into one multiple voting
share (expected to carry 25 votes per share) of the Company, as set
forth in the memorandum and articles of association of the Company.
Each Warrant will become exercisable, at an exercise price of
U.S.$11.00, commencing 65 days after
the completion of our qualifying acquisition and will expire on the
day that is five years after the completion of our qualifying
acquisition or earlier, as described in the Preliminary
Prospectus.
The Offering is being distributed by Canaccord Genuity Corp.
(the "Underwriter").
Mercer Park Opportunities has granted the Underwriter a
non-transferable over-allotment option (the "Over-Allotment
Option") to purchase up to an additional 3,000,000 Class A
Restricted Voting Units on the same terms and conditions,
exercisable in whole or in part, by the Underwriter up to 30 days
following closing of the Offering. If the Over-Allotment Option is
exercised in full, the gross proceeds of the Offering would be U.S.
$230,000,000.
Prior to our qualifying acquisition, the Class A Restricted
Voting Shares may only be redeemed upon the occurrence of certain
events. Class A Restricted Voting Shares will be redeemable for a
pro-rata portion of the amount then held in the escrow account, net
of taxes payable and other prescribed amounts.
Mercer Park Opportunities has filed an application to list
the Class A Restricted Voting Units, the Class A Restricted Voting
Shares and the Warrants on the Toronto Stock Exchange. Listing will
be subject to Mercer Park Opportunities fulfilling all the listing
requirements of the Toronto Stock Exchange.
Mercer Park III, L.P. ("Mercer Park") is the sponsor of
Mercer Park Opportunities, and is indirectly controlled by
Jonathan Sandelman, our Chief
Executive Officer and Chairman. Mercer Park intends to purchase an
aggregate of 450,000 Class B Units ("Class B Units") at an
offering price of U.S.$10.00 per
Class B Unit (for an aggregate purchase price of U.S.$4,500,000) and 600,000 share purchase warrants
("Founders' Warrants") at an offering price of
U.S.$1.00 per Founders' Warrant (for
an aggregate purchase price of U.S.$600,000) simultaneously with the Closing. Each
Class B Unit consists of one Class B share of the Company
("Class B Share") and one Warrant. Mercer Park intends to
purchase up to an additional 40,500 Class B Units at a price of
U.S.$10.00 per Class B Unit and an
additional 45,000 Founders' Warrants at a price of U.S.$1.00 per Founders' Warrant depending on whether
the Over-Allotment Option is exercised in whole or in part.
Stikeman Elliott LLP is acting as Canadian legal counsel to
Mercer Park Opportunities and Mercer Park. Blake, Cassels &
Graydon LLP is acting as legal counsel to the Underwriter.
A preliminary prospectus containing important information
relating to these securities has been filed with securities
commissions or similar authorities in each of the provinces and
territories of Canada, except
Quebec. The Preliminary Prospectus
is still subject to completion or amendment. Copies of the
Preliminary Prospectus may be obtained from the Underwriter. There
will not be any sale or any acceptance of an offer to buy the
securities until a receipt for the final prospectus has been
issued.
The Preliminary Prospectus has not yet become final for the
purpose of a distribution of securities to the public. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy, nor shall there be any sale or acceptance of an
offer to buy these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the time a
receipt for the final prospectus or other authorization is obtained
from the securities commission or similar authority in such
jurisdiction. Copies of the Preliminary Prospectus will be
available on SEDAR+ at www.sedarplus.ca.
The securities of the Company have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any securities laws
of any state of the United States
and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S.
persons absent registration or an available exemption from the
registration requirements of the U.S. Securities Act and applicable
securities laws of any state of the
United States. This press release is not an offer of
securities for sale in the United
States. "United States" and "U.S. persons" have the meanings
ascribed to them in Regulation S under the U.S. Securities Act.
Completion of the Offering is subject to the receipt of
customary approvals, including regulatory approvals.
About Mercer Park Opportunities Corp.
Mercer Park Opportunities is a newly organized special purpose
acquisition corporation incorporated under the laws of the
Cayman Islands for the purpose of
effecting a qualifying acquisition.
About Mercer Park III, L.P.
Mercer Park is a limited partnership formed under the laws of
Delaware that is indirectly
controlled by Mercer Park, L.P., which is a privately-held family
office based in Miami, Florida
that is controlled by Jonathan
Sandelman.
Forward-Looking Statements
This press release may contain forward–looking information
within the meaning of applicable securities legislation, which
reflects Mercer Park Opportunities' and Mercer Park's current
expectations regarding future events. Forward–looking information
is based on a number of assumptions and is subject to a number of
risks and uncertainties, many of which are beyond Mercer Park
Opportunities' or Mercer Park's control, that could cause actual
results and events to differ materially from those that are
disclosed in or implied by such forward–looking information. Such
risks and uncertainties include, but are not limited to, failure to
complete the Offering and related transactions, and the factors
discussed under "Risk Factors" in the Preliminary Prospectus.
Neither Mercer Park Opportunities nor Mercer Park undertake any
obligation to update such forward–looking information, whether as a
result of new information, future events or otherwise, except as
expressly required by applicable law.
SOURCE Mercer Park Opportunities Corp.