/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR
DISSEMINATION IN THE UNITED
STATES/
TORONTO, Feb. 13,
2023 /CNW/ - VM Hotel Acquisition Corp. (TSX:
VMH.U) (TSX: VMH.WT.U) (the "Corporation" or "VMH"),
announced today that it is seeking approval for an extension of the
permitted timeline to consummate its qualifying acquisition from
March 31, 2023 to September 30, 2023.
As disclosed in its news release dated September 22, 2022, VMH has entered into a
business combination agreement with The Pyure Company Inc.
("Pyure"), HGI Industries, Inc., a predecessor and majority
shareholder of Pyure, and TCPI Mergersub, Inc., a wholly owned
subsidiary of VMH, pursuant to which VMH intends to acquire,
through a series of transactions, all of the issued and outstanding
shares of Pyure (the "Business Combination"). If the
extension resolution is approved, VMH will have until September 30, 2023 to consummate its qualifying
acquisition, which may include the closing of the Business
Combination.
A virtual meeting of the holders ("Shareholders") of
Class A Restricted Voting Shares of the Corporation (the "Class
A Restricted Voting Shares") to consider the approval of the
extension is scheduled for March 16,
2023 at 9:00 a.m.
(Toronto time). In connection with
the meeting, Shareholders are being provided with the opportunity
to deposit for redemption all or a portion of their Class A
Restricted Voting Shares, irrespective of whether such holders vote
for or against, or do not vote on, the extension resolution,
provided that they deposit (and do not validly withdraw) their
Class A Restricted Voting Shares for redemption prior to
5:00 p.m. (Toronto time) on March
14, 2023, which is the second business day before the
meeting.
If the extension resolution is approved and the extension is
made effective by the Board, VMH will (a) redeem those Class A
Restricted Voting Shares that are deposited (and not validly
withdrawn) for redemption, and (b) deliver to each such holder its
pro rata portion of the escrow funds available in VMH's escrow
account less certain specified costs. VMH estimates that the
redemption amount will be US$10.11
per Class A Restricted Voting Share. The remainder of the
escrow funds shall remain in the escrow account and be available
for use by VMH to complete its proposed qualifying acquisition on
or before September 30, 2023.
Holders of Class A Restricted Voting Shares who do not redeem
their Class A Restricted Voting Shares in connection with the
extension will retain their redemption rights and have a further
opportunity to redeem if the Corporation consummates a qualifying
acquisition prior to September 30,
2023.
If the extension resolution is not approved, VMH will be wound
up and each Class A Restricted Voting Share will automatically be
redeemed for its pro rata portion of the escrow funds available in
VMH's escrow account less certain specified costs and taxes, as VMH
would be unable to close its qualifying acquisition by March 31, 2023.
The record date for the determination of registered holders of
Class A Restricted Voting Shares of VMH entitled to receive notice
of, and to vote at, the meeting is the close of business on
February 13, 2023 (the "Record
Date"). Only holders of Class A Restricted Voting Shares whose
names are entered in VMH's register of shareholders as of the close
of business on the Record Date will be entitled to receive notice
of, and to vote their shares at, the meeting. Registered holders of
Class A Restricted Voting Shares of VMH and duly appointed
proxyholders will be able to virtually attend the meeting online at
https://us02web.zoom.us/j/88335160271?pwd=a3NvNkJ2Y1dGVkQ0OWpoN0JEbGVQdz09.
Beneficial holders of Class A Restricted Voting Shares of VMH
(being shareholders who hold their shares through a securities
dealer or broker, bank, trust company or trustee, custodian,
nominee or other intermediary), who have not duly appointed
themselves as their proxy and registered with VMH's transfer agent,
will be able to virtually attend the meeting only as guests and to
listen to the webcast but not be able to participate at the
meeting.
The management information circular (the "Circular")
being sent to Shareholders in connection with the meeting contains
a detailed description of the extension and other information
relating to VMH. We urge you to consider carefully all of the
information in the Circular. Shareholders who have any questions or
need additional information with respect to the voting of their
Class A Restricted Voting Shares should consult their financial,
legal, tax or other professional advisors. The Circular and related
meeting materials will be available under the Corporation's profile
on SEDAR at www.sedar.com.
Withdrawal of Preliminary
Prospectus
In connection with the Business Combination, VMH filed a
preliminary prospectus dated November 11,
2022 (the "Preliminary Prospectus"). As of
February 12, 2023, the Preliminary
Prospectus has lapsed. Accordingly, a notice of withdrawal of the
Preliminary Prospectus has been filed with the Ontario Securities
Commission on behalf of VMH. VMH intends to re-file a preliminary
prospectus in connection with the Business Combination in due
course.
About VM Hotel Acquisition
Corp.
VMH is a special purpose acquisition company incorporated under
the laws of the Province of British
Columbia for the purpose of effecting a qualifying
acquisition within a specified period of time. VMH's head office is
located at Brookfield Place, 161 Bay Street, Suite 2420,
Toronto, ON, M5J 2S1 and the
registered office is located at 700 West Georgia Street, Floor 25,
Vancouver, BC V7Y 1B3.
SOURCE VM Hotel Acquisition Corp
