Globalive Technology Provides Additional Disclosure With Respect to the Previously Announced Reverse Takeover Transaction
18 Enero 2021 - 10:27AM
Globalive Technology Inc. (TSX-V: LIVE) (the
“
Company”), a technology company based in Toronto,
Ontario, wishes to provide supplemental disclosure to the joint
management information circular (the “
Circular”)
dated December 21, 2020 for the special meetings of the
shareholders of the Company (“
GTI Shareholders”)
and the shareholders of Yooma Corp. (“
Yooma”),
each to be held on January 25, 2021 to consider the Company’s
previously announced arm’s length reverse take-over of Yooma to be
completed by way of a court approved plan of arrangement under the
Business Corporations Act (Ontario) (the
“
Arrangement”) and related matters.
After a review by, and consultation with, staff of the Ontario
Securities Commission, this update is being provided to supplement
the disclosure in the Circular in relation to (i) management’s
discussion and analysis of Entertainment Direct Asia Ltd.
(“EDA”), a wholly-owned subsidiary of Yooma, and
(ii) the application of Multilateral Instrument 61-101 – Protection
of Minority Security Holders in Special Transactions (“MI
61-101”) to the Arrangement. This news release should be
read in conjunction with the Circular as a whole. Capitalized terms
used and not otherwise defined in this news release shall have the
meanings given to such terms in the Circular.
Management’s Discussion and Analysis of EDA
EDA’s management’s discussion and analysis for (i) the year
ended December 31, 2019 and 2018 and (ii) the three months ended
March 31, 2020 and 2019 have been filed under the Company’s profile
on www.sedar.com and are hereby incorporated by reference in the
Circular.
MI-61-101
As disclosed in the Circular, the Arrangement will be considered
a "business combination" under MI 61-101 since the Arrangement and
the Spin-Out and Reorganization Transactions are considered
“connected transactions” for the purpose of MI 61-101. The Company
hereby supplements the disclosure contained in the Circular with
respect to the review and approval process adopted by its board of
directors in relation to the Spin-Out and Reorganization
Transactions. In making their determination to recommend the
Spin-Out and Reorganization Transactions to GTI Shareholders, the
independent directors of the Company considered, with no dissenting
views, the following:
- minority shareholders, excluding Globalive Capital and its
shareholders, would be given the opportunity to vote on the
Arrangement as a whole, including the Spin-Out,
- when the transaction was negotiated, the intention was that in
exchange for their GTI Common Shares, GTI Shareholders would
receive common shares of the resulting issuer as well as a
contingent value right entitling them to proceeds should any of the
Legacy Assets be sold or otherwise realized upon. Such a right was
not intended to be a security at all, and would not include any
control or vote as to if, or when, any Legacy Assets would be sold.
For accounting reasons, it was determined that it was most
efficient to distribute such right as a security of SpinCo with the
result that SpinCo would end up an unlisted reporting issuer. In an
effort to minimize reporting obligations and therefore costs of
SpinCo (including the need to prepare management information
circulars in connection with annual meetings), it was determined
that GTI Shareholders receive non-voting common shares of SpinCo.
Since a corporation must have some voting shares, the Company’s
controlling shareholder, Globalive Capital was provided a nominal
amount of common shares in SpinCo which will provide it with
virtually no additional economics in SpinCo, and
- the Spin-Out was structured such that all GTI Shareholders,
including Globalive Capital, would be entitled to their pro rata
share of any net proceeds realized from the Legacy Assets.
About Globalive Technology Inc.
Globalive Technology is a next generation software company and
venture partner developing innovative solutions to disrupt
traditional industries by leveraging artificial intelligence and
machine learning technology stacks. Globalive Technology is
controlled by Globalive Capital Inc., which has founded and
co-founded 12 businesses over the past 20 years with six successful
exits ranging from US$10M to US$1.3B. It has also
made over 100 venture investments and has over 45 technology
companies in its portfolio. For more information,
visit www.globalivetech.com.
About Yooma Corp.
Through its wholly-owned subsidiary, EDA and EDA-owned entities
based in China and Japan, Yooma intends to leverage the success and
experience of its senior management to build Yooma’s business into
one of Asia’s leading cannabinoid (CBD) products social commerce
companies through the distribution and sale of CBD beauty and
skincare products via a strategically curated network of sales
channels. Yooma has assembled a strong international team of
multicultural industry professionals with extensive experience in
digital marketing, ecommerce and social media in the pan-Asian
region with particular depth in the Chinese ecommerce market.
For media inquiries:Rob MoyseyCommunications
Manager, GlobaliveMedia@globalivetech.com
For investor inquiries:Simon LockieChief
Corporate
Officer1-647-977-2727InvestorRelations@globalivetech.com
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities of the
Company, Yooma, or the Resulting Issuer in either Canada or the
United States. The securities of such entities have not been and
will not be registered under the United States Securities Act of
1933, as amended (the “US Securities Act”), or any
state securities laws and may not be offered or sold within the
United States or to U.S. Persons unless registered under the US
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Neither the Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE Globalive Technology
Globalive Technology (TSXV:LIVE)
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