TANGELO ANNOUNCES ARRANGEMENT AGREEMENT WITH GOGEL HOLDINGS INC.
Toronto, Ontario – July 11, 2018 – Tangelo Games Corp. (“Tangelo” or the “Company“) (TSX-VENTURE: GEL), announced today that it has entered into an arrangement agreement (the “Arrangement Agreement“) with GoGel Holdings Inc. (“GoGel“), pursuant to which GoGel will acquire all the issued and outstanding common shares of Tangelo for C$0.02565 per share in cash by way of a statutory plan of arrangement (the “Arrangement“). The price per common share in the Arrangement Agreement implies an aggregate fully diluted equity value for Tangelo of approximately C$4,727,009.77.
The Company’s special meeting of security holders to consider the Arrangement will be held on a date to be determined by the Board of Directors of Tangelo (the “Special Meeting“).
- The cash purchase price under the Arrangement represents a 71% premium to Tangelo’s closing share price of C $0.015 on July 10, 2018, the last trading day prior to the announcement of the Arrangement Agreement.
- Tangelo’s Board of Directors and a special committee consisting of the independent directors of Tangelo (the “Special Committee“) have unanimously recommended that shareholders vote in favour of the Arrangement.
- Tangelo is permitted to terminate the Arrangement Agreement in certain circumstances, including to allow the Board of Directors to accept a superior proposal subject to certain conditions, including GoGel’s “right to match” and the payment of a termination fee of C$1 million.
- Completion of the Arrangement is subject to customary closing conditions, including approval of Tangelo shareholders and court approval, and is expected to close in the third quarter of 2018.
James Lanthier, Chief Executive Officer of Tangelo, commented: “We are pleased to announce this go-private transaction with GoGel, an affiliate of Third Eye Capital. After a comprehensive exploration of strategic alternatives for Tangelo, we concluded that the best outcome for all stakeholders would be for Tangelo to become a private company with the assistance of Third Eye, the Company’s principal and founding financial sponsor. We believe that being private will give Tangelo better flexibility and latitude to invest in product and corporate development and build on its strengths. We would like to thank Third Eye for their support and collaboration in this process.”
The transaction will be implemented by way of the Arrangement under the Business Corporations Act (Ontario). The implementation of the Arrangement will be subject to approval by the Tangelo shareholders at an annual and special meeting (the “Meeting“), which is expected to be held in the third quarter of 2018. The Arrangement will require the approval at the Special Meeting of 66 2/3% of all votes cast by shareholders of Tangelo. The Arrangement is also subject to the approval of the Ontario Superior Court of Justice and certain closing conditions customary for a transaction of this nature. The Arrangement is not subject to any financing contingency and the Purchaser will pay cash at closing.
The Arrangement has been reviewed by the Special Committee of Tangelo and has been unanimously approved by the Board of Directors of Tangelo following the unanimous recommendation of the Special Committee. The Board of Directors has also unanimously determined that the transaction is fair to the Tangelo shareholders, and that it is in the best interests of Tangelo and unanimously recommends that the Tangelo shareholders vote in favour of the transaction. The Special Committee has received a fairness opinion from Echelon Wealth Partners Inc. (“Echelon“) to the effect that the consideration payable under the Arrangement Agreement is fair, from a financial point of view, to the shareholders of Tangelo. The directors and certain officers of Tangelo have entered into voting agreements whereby they have agreed to, among other things, vote their securities in favour of the Arrangement.
The Special Committee retained Echelon as its exclusive financial advisor. Cassels Brock & Blackwell LLP is acting as legal counsel to the Company.
Stikeman Elliott LLP are serving as GoGel’s legal advisors.
Additional Information About the Arrangement
Copies of the fairness opinion put forth by Echelon, and a description of the various factors considered by the Board of Directors of the Company in its determination to approve the transaction and recommend that the Tangelo shareholders approve the transaction, as well as other relevant background information, will be included in the management information circular to be sent to the Tangelo shareholders in advance of the Meeting. The management information circular, the Arrangement Agreement, and certain related documents will be filed with the Canadian securities regulators and will be available on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward Looking Statements
This press release contains “forward-looking statements” and “forward-looking information” within the meaning of applicable securities laws. These statements and information appear in this document and include estimates, forecasts, information and statements as to management’s expectations with respect to, among other things, the completion of the Arrangement, receipt of all approvals, including from the Ontario Superior Court of Justice and the Tangelo shareholders, necessary to complete the Arrangement and the timing of the Meeting and the completion of the Arrangement. Often, but not always, forward-looking statements and information can be identified by the use of words such as “may”, “will”, “should”, “plans”, “expects”, “intends”, “anticipates”, “believes”, “budget”, and “scheduled” or the negative thereof or variations thereon or similar terminology. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned that any such forward-looking statements and information are not guarantees and there can be no assurance that such statements and information will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are disclosed in the Company’s continuous disclosure documents which are filed with Canadian regulators on SEDAR (www.sedar.com), including in the circular to be sent to the Tangelo shareholders in advance of the Meeting. Such factors include, amongst others, the receipt of all necessary approvals to complete the Arrangement, the timing of the Meeting, the receipt of any superior proposals, and the completion of all conditions to the Arrangement. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise, except as required by applicable law. All written and oral forward-looking statements and information attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.