|By Marketwired .||
|April 14, 2014 08:22 AM EDT||
TORONTO, ONTARIO -- (Marketwired) -- 04/14/14 -- POCML 2 Inc. ("POCML 2") (TSX VENTURE: PCC.P) announced today that it has entered into a binding letter of intent with Bedrocan Canada Inc. ("Bedrocan") which outlines the general terms and conditions of a proposed transaction pursuant to which POCML 2 will acquire all of the issued and outstanding securities of Bedrocan in exchange for securities of POCML 2 (the "Transaction"). The LOI was negotiated at arm's length and is effective as of April 13, 2014.
POCML 2 is a capital pool company listed on the TSX Venture Exchange (the "TSXV"). POCML 2 has not commenced commercial operations and has no assets other than cash. The Transaction, if completed, will constitute POCML 2's "Qualifying Transaction", as defined in TSXV policies.
Bedrocan, based in Toronto, Ontario and governed by the laws of the Province of Ontario, is in the business of importing and supplying medical marijuana pursuant to the Marihuana for Medical Purposes Regulations. Bedrocan holds a license to sell medical marijuana from Health Canada.
The transaction terms outlined in the LOI are binding on the parties and the LOI is expected to be superseded by a definitive agreement (the "Definitive Agreement") to be signed between the parties. The Transaction is subject to regulatory approval, including the approval of the TSXV, and standard closing conditions, including the approval of the Transaction by the directors of each of POCML 2 and Bedrocan and completion of due diligence investigations to the satisfaction of each of POCML 2 and Bedrocan, as well as the conditions described below. The legal structure for the Transaction will be determined after the parties have considered all applicable tax, corporate and securities law, and accounting efficiencies.
Trading in the common shares of POCML 2 (the "POCML 2 Shares") will be halted as a result of this announcement and will remain halted until the resumption of trading is approved by the TSXV.
The Proposed Transaction
As of the date hereof, (i) POCML 2 has 6,000,000 POCML 2 Shares outstanding and has issued options to acquire an aggregate of 760,000 POCML 2 Shares at an exercise price of C$0.15 per share; and (ii) Bedrocan has 51,000,000 common shares (the "Bedrocan Shares") and 11,000,000 common share purchase warrants (the "Bedrocan Warrants") outstanding. In addition, Bedrocan intends to issue up to an aggregate of 2,000,000 options (the "Bedrocan Options") and/or restricted share units (the "Bedrocan RSUs") prior to the completion of the Transaction.
Pursuant to the Transaction, the holders of the issued and outstanding Bedrocan Shares will receive one POCML 2 Post-Consolidation Share (as defined below) for each Bedrocan Share (the "Exchange Ratio") held immediately prior to the Transaction. The deemed exchange price for the POCML 2 Post-Consolidation Shares to be issued in exchange for the Bedrocan Shares shall be C$0.40 per POCML 2 Post-Consolidation Share, or such other price (not less than C$0.40 per POCML 2 Post-Consolidation Share) as permitted by applicable regulatory authorities, including the TSXV.
In addition, POCML 2 will issue up to 2,000,000 options (the "POCML 2 Replacement Options") and/or restricted share units (the "POCML 2 Replacement RSUs") and 11,000,000 common share purchase warrants (the "POCML 2 Replacement Warrants") to acquire up to an aggregate of 13,000,000 POCML 2 Post-Consolidation Shares in consideration of the cancellation of the Bedrocan Options, Bedrocan RSUs and Bedrocan Warrants, respectively. The POCML 2 Replacement Options, POCML 2 Replacement RSUs and POCML 2 Replacement Warrants shall be exercisable to acquire POCML 2 Post-Consolidation Shares in lieu of Bedrocan Shares based on the Exchange Ratio and will otherwise bear the same terms and conditions as the Bedrocan Options, Bedrocan RSUs and Bedrocan Warrants so cancelled.
It is expected that following completion of the Transaction but prior to giving effect to the Private Placement (as defined below), the current holders of POCML 2 Shares will hold approximately 5.6% of the outstanding POCML 2 Post-Consolidation Shares and the current holders of Bedrocan Shares will hold approximately 94.4% of the POCML 2 Post-Consolidation Shares.
Prior to the completion of the Transaction, POCML 2 shall call a meeting of its shareholders for the purpose of approving, among other matters, (i) a consolidation of the issued and outstanding POCML 2 Shares on the basis of one "new" POCML 2 Share (a "POCML 2 Post-Consolidation Share") for every two "old" POCML 2 Shares issued and outstanding; (ii) a change of name of POCML 2 to complement the business of the resulting issuer; (iii) election of individuals to the board of directors of POCML 2; and (iv) if required by the TSXV, the approval of the Transaction. Upon closing of the Transaction, the board of POCML 2 shall be reconstituted in a manner that complies with the requirements of the TSXV and applicable securities laws. POCML 2 shall be entitled to one nominee on the reconstituted board with the balance of the directors to be nominees of Bedrocan, subject to the receipt of applicable regulatory approvals.
Other Conditions to Transaction
Completion of the Transaction is subject to a number of conditions, including, but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority 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.
Other conditions to completion of the Transaction include, but are not limited to:
-- Negotiation and execution of a Definitive Agreement in respect of the Transaction. -- Preparation and filing of a disclosure document outlining the definitive terms of the Transaction in accordance with the rules of the TSXV. -- Receipt of all requisite approvals from shareholders, regulatory authorities (including the TSXV) and third parties (including lenders or financial institutions, licensors and strategic partners involved in the manufacturing, distribution and sale of Bedrocan's products) relating to the Transaction. -- No material adverse change prior to completion of the Transaction. -- The representations and warranties being true and correct in all material respects as of the closing of the Transaction. -- Receipt of legal opinions in relation to the Transaction. -- There being no debts or amounts owing to by certain insiders and other non-arm's length persons, other than for expenses incurred in the ordinary course. -- No legal proceeding, regulatory action, inquiry or investigation as at the closing of the Transaction which may have a material adverse effect. -- No prohibition at law against the Transaction. -- Compliance with the terms of the binding letter of intent. -- No material breach of the covenants contained in the Transaction documents.
It is expected that prior to the completion of the Transaction, Bedrocan will complete a private placement (the "Private Placement") of securities (the "Offered Securities") on terms acceptable to POCML 2, acting reasonably. Immediately prior to the completion of the Transaction, the Offered Securities, if convertible, will be automatically converted, for no additional consideration, into Bedrocan Shares or units of Bedrocan consisting of Bedrocan Shares and warrants, as the case may be (or such other securities of Bedrocan as may be agreed among Bedrocan, POCML 2 and the agent, if any). Upon closing of the Transaction, all securities of Bedrocan issued in connection with the Private Placement will automatically be exchanged for post-Consolidation securities of POCML 2 in accordance with the Exchange Ratio.
Further details about the proposed Transaction and the resulting issuer will be provided in a comprehensive press release when the parties enter into a Definitive Agreement and in the disclosure document to be prepared and filed in respect of the Transaction.
Investors are cautioned that, except as disclosed in the disclosure document 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 proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release contains forward-looking information based on current expectations. Statements about the closing of the Transaction, expected terms of the Transaction, the number of securities of POCML 2 that may be issued in connection with the Transaction, the ownership ratio of POCML 2 post-closing, the concurrent financing, shareholder approval and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. POCML 2 assumes no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by law.
Neither 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 release.
POCML 2 Inc.
David D'Onofrio, Chief Executive Officer,
Chief Financial Officer, Secretary and Director
Bedrocan Canada Inc.
President and Director
Predictive analytics tools monitor, report, and troubleshoot in order to make proactive decisions about the health, performance, and utilization of storage. Most enterprises combine cloud and on-premise storage, resulting in blended environments of physical, virtual, cloud, and other platforms, which justifies more sophisticated storage analytics. In his session at 18th Cloud Expo, Peter McCallum, Vice President of Datacenter Solutions at FalconStor, will discuss using predictive analytics to ...
Feb. 14, 2016 08:45 AM EST Reads: 427
WebSocket is effectively a persistent and fat pipe that is compatible with a standard web infrastructure; a "TCP for the Web." If you think of WebSocket in this light, there are other more hugely interesting applications of WebSocket than just simply sending data to a browser. In his session at 18th Cloud Expo, Frank Greco, Director of Technology for Kaazing Corporation, will compare other modern web connectivity methods such as HTTP/2, HTTP Streaming, Server-Sent Events and new W3C event APIs ...
Feb. 14, 2016 08:30 AM EST
Join us at Cloud Expo | @ThingsExpo 2016 – June 7-9 at the Javits Center in New York City and November 1-3 at the Santa Clara Convention Center in Santa Clara, CA – and deliver your unique message in a way that is striking and unforgettable by taking advantage of SYS-CON's unmatched high-impact, result-driven event / media packages.
Feb. 14, 2016 08:30 AM EST Reads: 115
At first adopted by enterprises to consolidate physical servers, virtualization is now widely used in cloud computing to offer elasticity and scalability. On the other hand, Docker has developed a new way to handle Linux containers, inspired by version control software such as Git, which allows you to keep all development versions. In his session at 17th Cloud Expo, Dominique Rodrigues, the co-founder and CTO of Nanocloud Software, discussed how in order to also handle QEMU / KVM virtual machin...
Feb. 14, 2016 08:15 AM EST Reads: 154
SYS-CON Events announced today that FalconStor Software® Inc., a 15-year innovator of software-defined storage solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. FalconStor Software®, Inc. (NASDAQ: FALC) is a leading software-defined storage company offering a converged, hardware-agnostic, software-defined storage and data services platform. Its flagship solution FreeStor®, utilizes a horizonta...
Feb. 14, 2016 07:30 AM EST
Silver Spring Networks, Inc. (NYSE: SSNI) extended its Internet of Things technology platform with performance enhancements to Gen5 – its fifth generation critical infrastructure networking platform. Already delivering nearly 23 million devices on five continents as one of the leading networking providers in the market, Silver Spring announced it is doubling the maximum speed of its Gen5 network to up to 2.4 Mbps, increasing computational performance by 10x, supporting simultaneous mesh communic...
Feb. 14, 2016 05:00 AM EST
Sensors and effectors of IoT are solving problems in new ways, but small businesses have been slow to join the quantified world. They’ll need information from IoT using applications as varied as the businesses themselves. In his session at @ThingsExpo, Roger Meike, Distinguished Engineer, Director of Technology Innovation at Intuit, showed how IoT manufacturers can use open standards, public APIs and custom apps to enable the Quantified Small Business. He used a Raspberry Pi to connect sensors...
Feb. 14, 2016 04:30 AM EST Reads: 406
The cloud promises new levels of agility and cost-savings for Big Data, data warehousing and analytics. But it’s challenging to understand all the options – from IaaS and PaaS to newer services like HaaS (Hadoop as a Service) and BDaaS (Big Data as a Service). In her session at @BigDataExpo at @ThingsExpo, Hannah Smalltree, a director at Cazena, will provide an educational overview of emerging “as-a-service” options for Big Data in the cloud. This is critical background for IT and data profes...
Feb. 14, 2016 04:00 AM EST Reads: 263
Father business cycles and digital consumers are forcing enterprises to respond faster to customer needs and competitive demands. Successful integration of DevOps and Agile development will be key for business success in today’s digital economy. In his session at DevOps Summit, Pradeep Prabhu, Co-Founder & CEO of Cloudmunch, covered the critical practices that enterprises should consider to seamlessly integrate Agile and DevOps processes, barriers to implementing this in the enterprise, and pr...
Feb. 14, 2016 04:00 AM EST Reads: 491
Eighty percent of a data scientist’s time is spent gathering and cleaning up data, and 80% of all data is unstructured and almost never analyzed. Cognitive computing, in combination with Big Data, is changing the equation by creating data reservoirs and using natural language processing to enable analysis of unstructured data sources. This is impacting every aspect of the analytics profession from how data is mined (and by whom) to how it is delivered. This is not some futuristic vision: it's ha...
Feb. 14, 2016 03:45 AM EST Reads: 481
The principles behind DevOps are not new - for decades people have been automating system administration and decreasing the time to deploy apps and perform other management tasks. However, only recently did we see the tools and the will necessary to share the benefits and power of automation with a wider circle of people. In his session at DevOps Summit, Bernard Sanders, Chief Technology Officer at CloudBolt Software, explored the latest tools including Puppet, Chef, Docker, and CMPs needed to...
Feb. 14, 2016 03:30 AM EST Reads: 396
With the Apple Watch making its way onto wrists all over the world, it’s only a matter of time before it becomes a staple in the workplace. In fact, Forrester reported that 68 percent of technology and business decision-makers characterize wearables as a top priority for 2015. Recognizing their business value early on, FinancialForce.com was the first to bring ERP to wearables, helping streamline communication across front and back office functions. In his session at @ThingsExpo, Kevin Roberts...
Feb. 14, 2016 02:00 AM EST Reads: 439
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, will discuss how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved effi...
Feb. 14, 2016 01:15 AM EST Reads: 298
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
Feb. 13, 2016 11:15 PM EST Reads: 317
It's easy to assume that your app will run on a fast and reliable network. The reality for your app's users, though, is often a slow, unreliable network with spotty coverage. What happens when the network doesn't work, or when the device is in airplane mode? You get unhappy, frustrated users. An offline-first app is an app that works, without error, when there is no network connection.
Feb. 13, 2016 09:00 PM EST Reads: 261