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TORONTO, Aug. 13, 2019
/CNW/ - ADL Ventures Inc. (TSXV: AVI.P) ("ADL" or the
"Company"), a capital pool company as defined under Policy 2.4 –
Capital Pool Companies ("CPC") of the TSX Venture Exchange (the
"Exchange"), is pleased to announce it has entered into a binding
letter of intent dated August 13, 2019 (the "LOI") with Real
Technology Broker Ltd. ("Real") a private company incorporated
under the laws of Israel, whereby
ADL will acquire all of the issued and outstanding securities of
Real by way of a share exchange, arrangement,
amalgamation or similar transaction to ultimately form the
resulting issuer (the "Resulting Issuer") who will continue on the
business of Real (the "Transaction"), subject to the terms and
conditions outlined below. ADL intends that the Transaction will
constitute its Qualifying Transaction, as such term is defined in
the policies of the Exchange.
Real, is a technology driven national real estate brokerage
platform primarily operating in the
United States through a network of approximately 1,100
agents. Real has a unique operational model providing teams and
agents freedom, flexibility, success tools, long term security and
a sense of community to build their reputations and professional
assets with the help of a leading edge digital platform built from
the ground up for their success.
Summary of the Qualifying Transaction
The LOI contemplates ADL acquiring 100% of the issued and
outstanding ordinary and preferred shares of Real, pursuant to
which ADL shares will be issued to holders of shares of Real
on the basis of 1.0083 post-Consolidation ADL Shares for
every one Real share (the "Exchange Ratio"), giving effect to a
deemed value of $0.25 per ADL Share.
Outstanding stock options of Real will be rolled over or exchanged
at closing for stock options of ADL at the Exchange Ratio subject
to the requirement that the total number of ADL options following
the completion of the Transaction will not exceed 10% of ADL's
post-closing issued and outstanding common shares.
Final terms of the Transaction will be set out in a definitive
agreement between the parties (the "Definitive Agreement"). The
Definitive Agreement will contain representations, warranties,
conditions and covenants customary for transactions of this
nature.
As described below, on completion of the Transaction, the
shareholders of Real would own approximately 92% of the issued and
outstanding shares of the Resulting Issuer and existing
shareholders of ADL would own approximately 8.0% of the issued and
outstanding shares of the Resulting Issuer on a non-diluted basis
not including shares issuable on the Private Placement (as defined
below). The common shares of the Resulting Issuer will be listed
for trading on the Exchange. Further information about the proposed
Transaction will be provided in a subsequent news release.
The parties to the Transaction are at arm's length and it is
therefore anticipated that the approval of the shareholders of ADL
in respect of the Transaction will not be required. The Company
does plan to hold a special meeting of shareholders (the
"Meeting") whereat, among other things, the shareholders of
ADL will be asked to approve: (i) the appointment of a new slate of
directors, conditional upon completion of the Transaction; and (ii)
the continuance to become a corporation governed by the
Business Corporations Act (Ontario).
Private Placement
In connection with the Transaction, it is anticipated that Real
will complete a private placement of Real common shares which
may occur in one or more closings prior to or concurrent with the
closing of the Transaction. The size of the offering and the issue
price at which the Real common shares will be sold are to be
determined in the context of the market (the "Private
Placement"). Subject to applicable laws and Exchange Policies,
it is anticipated that each Real share issued pursuant to the
Private Placement will be exchangeable into freely tradable
common shares of the Resulting Issuer upon completion of the
Transaction.
The Resulting Issuer
Upon completion of the Transaction the Resulting Issuer is
expected to change its name to Real Technology Brokerage Inc. or
such other name as determined by Real and the Resulting Issuer will
be a technology issuer under the TSX-V Rules. Concurrent with the
completion of the Transaction, it is expected that all directors
and officers of ADL will resign and be replaced by nominees put
forth by Real at the Meeting, except that Mr. Laurence Rose will continue to serve on the
Board of the Resulting Issuer. New stock options of ADL will be
issued to the new directors elected at the Meeting as well as new
officers, employees and consultants of the Resulting Issuer as
applicable. It is expected that Tamir
Poleg, the current Chief Executive Officer of Real
will become the Chief Executive Officer of the Resulting Issuer
upon completion of the Transaction and that Real will appoint a new
Chief Financial Officer and Corporate Secretary for the Resulting
Issuer.
Mr. Tamir Poleg is a seasoned
real estate industry executive possessing over 17 years of
management experience. Prior to founding Real in 2014, he served as
the Founder and CEO of Optimum RE Investments (2006-2014) and
previously in several sales executive positions in public and
private technology companies. Mr. Poleg holds a BA in Economics
from the College of Management in Israel in addition to completing the Real
Estate Entrepreneurship program at Tel Aviv
University.
Insiders
In addition to Tamir Poleg,
Laurence Rose and the other
directors and senior officers of the Resulting Issuer, it is
expected that Magma Venture Capital IV LP will be an Insider of the
Resulting Issuer (as defined by the policies of the Exchange) by
virtue of it holding voting shares carrying more than 10% of the
voting rights attached to all outstanding voting shares of the
Resulting Issuer. Magma Venture Capital IV LP is a venture capital
fund managed by Magma Venture Partners which is a leading Israeli
venture capital firm dedicated to investing in Israel's information, communications and
technology sector (ICT).
Arm's Length Transaction
The proposed Transaction is an arm's length transaction in
accordance with the policies of the TSX-V and is not subject to ADL
shareholder approval.
Sponsorship
ADL will apply to the TSX-V for an exemption from applicable
sponsorship requirements.
About ADL Ventures Inc.
ADL Ventures Inc. is a capital pool company. The Company's
principal business activity is to identify and evaluate
opportunities for acquisition of assets or business. The Company
was incorporated under the Business Corporations Act (British Columbia) on February 27, 2018, and is headquartered in
Toronto, Ontario.
About Real Technology Broker Ltd.
Real is a technology powered real estate brokerage, licensed in
over 20 US states and 1100 agents on its team. As one of
North America's fastest growing
brokerages, Real offers agents a mobile focused tech platform to
run their business on, as well as attractive business terms and
wealth building opportunities. Real generates substantially all of
its revenue from real estate brokerage services as well as a small
portion of its revenue from software subscriptions. Real serves as
a licensed broker in the markets in which it operates for the
purpose of processing residential real estate transactions,
facilitated by its real estate agents. Revenue is derived from
assisting home buyers and sellers in locating, listing, marketing,
leasing and selling residential real estate.
Cautionary Note
As noted above, completion of the Transaction is subject to
receipt of all requisite regulatory, stock exchange, court or
governmental approvals, authorizations and consents, approval of
the shareholders of ADL and Real (as applicable). Where applicable,
the Transaction cannot close until the required approvals have been
obtained. There can be no assurance that the Transaction will be
completed as proposed or at all. Investors are cautioned that,
except as disclosed in the continuous disclosure document
containing full, true and plain disclosure regarding the
Transaction, required to be filed with the securities regulatory
authorities having jurisdiction over the affairs of the Company,
any information released or received with respect to the
Transaction may not be accurate or complete and should not be
relied upon. The trading in the securities of ADL on the Exchange,
should be considered highly speculative. Trading in the common
shares of the Company is presently halted and is expected to remain
halted pending closing of the Transaction. While halted, the common
shares of the Company may only trade upon Exchange approval and the
filing of required materials with the Exchange as contemplated by
Exchange policy.
Forward-Looking Information
Although the Company 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 this forward-looking
information are reasonable, undue reliance should not be placed on
them because the Company can give no assurance that they will prove
to be correct. 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.
The forward-looking statements and information in this press
release include information relating to the business plans of ADL
and Real, the Transaction (including Exchange approval, court
approval, and the closing of the Transaction), the board of
directors and management of the Resulting Issuer upon completion of
the Transaction and the Brokered Private Placement. Such statements
and information reflect the current view of ADL and/or Real,
respectively. Risks and uncertainties that may cause actual results
to differ materially from those contemplated in those
forward-looking statements and information.
By their nature, forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause our
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 ADL and Real will
obtain all requisite approvals for the Transaction, including the
approval of their respective shareholders (as applicable), the
approval of the Exchange for the Transaction (which may be
conditional upon amendments to the terms of the Transaction) or
court approval of the Transaction; (ii) there is no assurance the
Brokered Private Placement will be completed as contemplated or at
all; (iii) following completion of the 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; (iv) new laws or regulations could adversely affect the
Resulting Issuer's business and results of operations; and (v) 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 ADL's and Real'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
ADL; disruptions or changes in the credit or security markets;
results of operation activities and development of projects;
project cost overruns or unanticipated costs and expenses, and
general market and industry conditions. The terms and conditions of
the Qualifying Transaction may be based on the Company's due
diligence and the receipt of tax, corporate and securities law
advice for both the Company and Real. The Company undertakes no
obligation to comment on analyses, expectations or statements made
by third parties in respect of the Company, Real, their securities,
or their respective financial or operating results (as
applicable).
ADL cautions that the foregoing list of material factors is not
exhaustive. When relying on ADL's forward-looking statements and
information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties
and potential events. ADL 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 ADL 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. ADL 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.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange requirements,
shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approval is obtained.
There can be no assurance that the 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 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 Transaction and has neither approved nor
disapproved the contents of this press release.
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.
SOURCE ADL Ventures Inc.
