/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
TORONTO,
Oct. 24, 2013 /CNW/ - Mercari
Acquisition Corp. ("Mercari" NEX: MV.H) is pleased to announce that
it has entered into a letter of intent dated October 23, 2013 with Concordia Healthcare Inc.
("Concordia") to complete a going public transaction for
Concordia (the "Proposed
Transaction") by way of a reverse takeover of Mercari, a capital
pool company listed on the NEX Board of the TSX Venture Exchange
(the "Exchange"). The Proposed Transaction will be conducted by way
of share exchange, merger, amalgamation, arrangement, share
purchase or other similar form of transaction pursuant to a
definitive agreement to be entered into between Mercari and
Concordia (the "Transaction
Agreement").
Concordia is an
integrated healthcare company that targets three areas: (a) legacy
pharmaceutical products in the United
States that generate predictable cash-flows; (b) orphan
drugs; and (c) specialty healthcare distribution focused on serving
the growing diabetic market.
Concordia owns
and markets three legacy pharmaceutical products; Kapvay, which is
used to effectively treat Attention Deficit Hyperactivity Disorder
(ADHD), Ulesfia, which is a topical treatment for pediculosis (head
lice), and Orapred ODT, an anti-inflammatory used in the treatment
of certain pulmonary diseases such as asthma.
For its orphan drug business, Concordia is in late stage negotiations for an
FDA-approved pharmaceutical product which is used to treat three
rare forms of cancer. Orphan drugs, which are drugs used in the
treatment of rare diseases and therefore have limited production
and distribution, often have high margins and low sales and
marketing costs. Concordia
management is actively pursuing opportunities to acquire orphan
drugs.
Concordia's
specialty healthcare distribution business is a U.S. national
Internet and mail-order provider of diabetes testing supplies,
pharmaceuticals, diabetic shoes, orthotic braces and other medical
equipment for use in the home and institutional settings. This
business also includes a licensed pharmacy that sells
pharmaceuticals across the U.S., which will provide a specialty
distribution channel for Concordia's orphan drug business.
Concordia
operates out of facilities in Oakville,
Ontario, Kansas City,
Missouri and Bridgetown,
Barbados.
In conjunction with the Proposed Transaction,
Concordia intends to complete a
brokered private placement (the "Private Placement") for gross
proceeds of up to $30 million. It is
contemplated that securities issued in the Private Placement would
be ultimately convertible or exchangeable into freely tradeable
common shares of the entity resulting from the completion of the
Proposed Transaction. It is intended that the shares of the entity
resulting from the completion of the Proposed Transaction will be
listed on the Toronto Stock Exchange (the "TSX"), subject to
satisfying the TSX's minimum listing conditions concurrent with or
immediately following the completion of the Proposed Transaction.
In addition, and subject to regulatory approval, it is intended
that any outstanding options or warrants of Concordia will be exchanged for comparable
securities of the entity resulting from the completion of the
Proposed Transaction having the same economic terms (as
adjusted).
Pursuant to the Proposed Transaction and if the
Proposed Transaction is completed, it is anticipated that:
(a) Mercari will change its name, which name will be
determined prior to the completion of the Proposed Transaction;
(b) a new slate of directors will be elected;
(c) auditors will appointed for the resulting issuer; and
(d) Mercari will consolidate its common shares on a ratio to
be determined prior to the completion of the Proposed Transaction.
If completed, the Proposed Transaction will constitute Mercari's
Qualifying Transaction (as defined in Policy 2.4 of the Exchange's
Corporate Finance Manual). A comprehensive press release with
further particulars relating to the Proposed Transaction will
follow in accordance with the policies of the Exchange.
Completion of the Proposed Transaction is
subject to a number of conditions including, but not limited to,
completion of satisfactory due diligence, completion of the Private
Placement, execution of the Transaction Agreement, regulatory
approvals, Exchange acceptance, Mark
Thompson, Windsor Healthcare Limited Partnership and Windsor
Private Capital (Barbados) Limited
Partnership and, if applicable pursuant to 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 Proposed
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 securities of a capital pool company
should be considered highly speculative.
The Exchange has in no way passed upon the
merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this press release. 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.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy any securities in
any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT")
AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE 1933 ACT.
Notice on forward-looking statements:
This release includes forward-looking
statements regarding Mercari, Concordia, and their respective businesses,
which may include, but is not limited to, statements with respect
to the completion of the Proposed Transaction and the Private
Placement, the terms on which the Proposed Transaction and Private
Placement are intended to be completed, the ability to obtain
regulatory and shareholder approvals and other factors. Often, but
not always, forward-looking statements can be identified by the use
of words such as "plans", "is expected", "expects", "scheduled",
"intends", "contemplates", "anticipates", "believes", "proposes" or
variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Such statements are based on the current expectations of the
management of each entity. The forward-looking events and
circumstances discussed in this release, including completion of
the Proposed Transaction and the Private Placement, may not occur
by certain specified dates or at all and could differ materially as
a result of known and unknown risk factors and uncertainties
affecting the companies, including risks regarding the earth
imaging industry, failure to obtain regulatory or shareholder
approvals, economic factors and the equity markets generally.
Although Mercari and Concordia
have attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors
that cause actions, events or results to differ from those
anticipated, estimated or intended. No forward-looking statement
can be guaranteed. Except as required by applicable securities
laws, forward-looking statements speak only as of the date on which
they are made and Mercari and Concordia undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise.
Mercari is a capital pool company governed by
the policies of the Exchange and the NEX Board of the Exchange.
Mercari's principal business is the identification and evaluation
of assets or businesses with a view to completing a Qualifying
Transaction.
SOURCE Mercari Acquisition Corp.