Intercure (TA: Anchor) reports on the completion of the contract in an updated merger agreement with the Canadian company SPAC and on meeting a milestone for the completion of the merger with the submission of a Preliminary Prospectus by the SPAC to the relevant competent securities authority in Canada.
Intercure entered into a merger transaction with Subversive Real Estate Acquisition REIT LP NSO (NEO: SVX.U), which raised from its investors a total of US $ 225 million which it holds in trust and also entered into agreements with new investors (other than SPAC investors) in binding agreements to execute Private investment in SPAC in a cumulative amount of US $ 65 million at a share price of US $ 10 per share of SPAC representing a value of approximately US $ 300 million to Intercure shareholders.
The transaction will be structured in such a way that a Canadian subsidiary, wholly owned by Intercure, will be merged with the SPAC so that after the reverse triple merger, the SPAC will be a wholly owned subsidiary of Intercure. The shares of Intercure will be listed for trading on the Toronto Stock Exchange (TSX) and as a result the listing on the Tel Aviv Stock Exchange will be under double listing. In addition, Intercure will list its shares to be traded on the NASDAQ.
Upon completion of the transaction, the intercure cash after the merger will have at least US $ 55 million, with the possibility that this amount will increase to a cumulative total of $ 290 million. Significant capital raising from international investors and the expected listing on the NASDAQ Stock Exchange will allow Intercure to expand its investor base, and establish significant growth engines for continued growth momentum and expansion of activity.
The structure of Intercure’s holdings after the completion of the merger, assuming that the redemption right is not exercised and that Intercure’s cash position after the merger will be added US $ 290 million – US $ 225 million invested by SPAC investors and US $ 65 million from private raising, will be Intercure, in accordance with their relative share, will hold a share of approximately 43.0% of Intercure’s shares after the merger, and the balance of the Company’s shares after the merger will be held as follows:
(A) SPAC investors will hold up to 33.2% of Intercure shares after the merger;
(B) Investors of the private placement in SPAC will hold 9.6% of Intercure shares after the merger;
(C) the holders of the conversion rights in SPAC will hold a rate of approximately 4.2% in Intercure shares after the merger;
(D) the founders of the SPAC shall hold 9.3% of the shares in Intercure after the merger, in accordance with and subject to the adjustment mechanism;
(E) The underwriters of the initial public offering of the SPAC shall hold at a rate of 0.7% of Intercure shares after the merger.
Completion of the merger depends on the existence of conditions precedent until the date agreed between the parties, April 8, 2021. Mr. Michael Auerbach, who is one of the founders, is expected to be appointed as a director of the company.
Adv. Ronen Kantor and his staff from the firm of Doron Tikotsky Kantor Gutman Ness and Amit Gross, represent and accompany Intercure during the acquisition of Spock as well as in the listing proceedings on the TSX Exchange and the NASDAQ Exchange.
Mutual funds that strengthen intercourse