Vancouver, British Columbia--(Newsfile Corp. - December 9, 2022) - Dinamic IP Holdings Inc. (the "Company") is pleased to announce that it has entered into a business combination with Atelier Meats Corp. ("Atelier"), a private company existing under the laws of the Province of British Columbia.
Atelier is a biotechnology company dedicated to developing quality lab-grown meats with patent pending technologies and is led by an experienced management team. Atelier's mission is to produce healthy and environmental conscious proteins for the world, without harming animals in the process.
Summary of the Business Combination
Pursuant to the Business Combination, the Company and Atelier are expected to complete an arm's length business combination (the "Business Combination") pursuant to an amalgamation agreement entered into December 1, 2022 (the "Amalgamation Agreement").
The Business Combination is structured as a three-cornered amalgamation under the Business Corporations Act (British Columbia) ("BCBCA"), pursuant to which a wholly owned subsidiary of Atelier ("Subco"), which has been incorporated solely for the purposes of the Business Combination, will amalgamate with the Company and continue as a corporation under the BCBCA ("Amalco"), with the result being that Amalco will be the wholly-owned subsidiary of Atelier. Each holder of common shares in the Company (each a "Company Shareholder"), other than Company Shareholders who exercise their Dissent Rights (as defined below) will receive one (1) common share in the capital of Atelier (the "Atelier Shares") for each 33.26 shares of the Company they currently hold.
The completion of the Business Combination is subject to the satisfaction of a number of conditions, including, without limitation: (i) the approval of the Business Combination and other matters contemplated therein by the requisite majority of the applicable shareholders; (ii) the approval of the Company, Subco and Atelier's board of directors; and (iii) other conditions customary for a transaction of this nature. There can be no assurance that the Business Combination will be completed as proposed or at all.
If the requisite conditions are satisfied and the Business Combination is consummated, it is currently proposed that the Amalco will make an application to the British Columbia Securities Commission, as principal regulator, under National Policy 11-206 - Process for Cease to be a Reporting Issuer Applications to cease to be a reporting issuer in its reporting jurisdictions ("Order Sought"). If the Order Sought is granted, Amalco will cease to be a reporting issuer in its reporting jurisdictions.
Shareholders Meeting of the Company
An annual general and special meeting of the shareholders of the Company will be held on January 5, 2023 (the "Meeting") to, among other things, seek approval from the shareholders of the Company for a special resolution regarding the Amalgamation of the Company with Subco, resulting in the indirect acquisition of all of the issued and outstanding shares of the Company by Subco and issuance of Atelier shares to the shareholders of the Company. A management information circular dated December 5, 2022 (the "Circular") regarding the Meeting and the details of the Amalgamation will be delivered to shareholders of the Company and will be available on the Company's SEDAR profile at www.sedar.com.
Shareholders Dissent Rights
Pursuant to the BCBCA, if any shareholder of the Company dissents to the Amalgamation and the Amalgamation becomes effective, those shareholders are entitled to be paid the fair value of such shares by the Company in accordance with the dissent rights ("Dissent Rights") in Section 237 through Section 247 of the BCBCA. The fair value of such shareholder's shares will be determined as of the close of business on the business day before the adoption of the Amalgamation and will be paid by the Company. The statutory provisions dealing with the right of dissent are technical and complex. Shareholders who wish to exercise their Dissent Rights should seek independent legal advice, as failure to comply strictly with the provisions of Section 237 through Section 247 of the BCBCA, may result in the loss of Dissent Rights. A brief summary of the Dissent Rights, which are for general information purposes only, are disclosed in the Circular.
Further details about the Business Combination will be provided in the Circular. Investors are cautioned that, except as disclosed in the Circular (or other disclosure document prepared by the Company) in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon.
For Further Information Contact
Dinamic IP Holdings Inc.
Chief Executive Officer and Director
Atelier Meats Corp.
Chief Executive Officer and Director
Cautionary Note Regarding Forward-Looking Statements
This news release contains statements that constitute "forward-looking statements." Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.
Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "potential" and similar expressions, or that events or conditions "will," "would," "may," "could" or "should" occur.
Forward-looking statements in this document include, among others, statements relating to expectations regarding the completion of the Business Combination (including all required approvals), the business plans of Atelier and other statements that are not historical facts. 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 and risks include, among others: (a) that there is no assurance that the parties to the Business Combination will obtain the requisite director, shareholder and regulatory approvals for the Business Combination; (b) the anticipated costs to complete the Business Combination may exceed current expectations; (c) following completion of the Business Combination, Atelier may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions; (d) the new laws and regulations could adversely affect Atelier's business and results of operations; (e) the markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of securities, regardless of the company's operating performance; (f) limited business history of the parties; (g) disruptions or changes in the specified markets or the economy generally; (h) unanticipated costs and expenses; (i) general market and industry conditions; and (j) the impact of COVID-19.
The forward-looking information contained in this news release represents the expectations of the Company as of the date of this news 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. The Company undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.
Completion of the Business Combination is subject to a number of conditions, including but not limited to director and shareholder approvals. Where applicable, the Business Combination cannot close until the required shareholder approval is obtained. There can be no assurance that the Business Combination will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Circular, to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon.
United States Disclaimer
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The Company's securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
NO RECOGNIZED SECURITIES EXCHANGE ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OF THIS NEWS RELEASE, WHICH HAS BEEN PREPARED BY MANAGEMENT OF THE COMPANY.
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