THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
VANCOUVER, BC / ACCESSWIRE / January 18, 2022 / Final Bell Holdings International Ltd. (the "Company") is pleased to announce that, further to its press releases dated October 14, 2021 and May 11, 2021, it has entered into a definitive agreement and plan of merger (the "Agreement") with 14th Round Inc. ("14R") and the shareholders of 14R, with respect to the merger between a wholly-owned subsidiary of the Company ("FB Mergco") and 14R. 14R is a leading design and technology company offering a full suite of services targeting the cannabis industry, including custom vaporization hardware design and manufacturing, and engineering, branding, design and packaging solutions.
The Agreement, in conjunction with the previously announced business combination (the "Business Combination") between the Company and Final Bell Holdings, Inc. ("Final Bell"), will complete a roll-up of 14R through a merger with FB Mergco, such that 14R will become a wholly-owned subsidiary of the Company. Approximately 58% of the outstanding share capital of 14R is indirectly held by Final Bell, which the Company will acquire upon closing of the Business Combination, with the remaining 42% (the "14R Minority Interest") to be acquired by the Company on closing of the Agreement. The aggregate purchase price for 14R is equal to the lesser of $350,000,000 and 70% of the underwritten market capitalization of the Company after giving pro forma effect to a concurrent capital raise in connection with the Business Combination, which purchase price shall be proportionately payable to holders of the 14R Minority Interest in proportionate voting shares of the Company (the "PV Shares").
The transactions under the Agreement are subject to customary conditions, including, among other things, the listing of the Company's shares on the Canadian Securities Exchange (the "CSE"), approval by the Company's shareholders of the reclassification of the Company's common shares into subordinate voting shares and the creation of a new class of PV Shares, approval of the 14R shareholders, and the 14R shareholders entering into lock-up agreements in respect of the PV Shares issuable at closing.
Further details of the Agreement and the business and operations of 14R will be included in a listing statement to be prepared and filed with the CSE by the Company. Closing of the transaction is currently expected to occur in the first half of 2022.
About 14R
14R is a privately-held design and technology company offering product design, engineering, manufacturing, branding as well as retail packaging services of cannabis vaporizers, edibles dispensers and related products. Through its network of subsidiaries, 14R leads the cannabis industry in vaportech, form factor design and differentiated brand building, providing end-to-end solutions with integrated manufacturing and supply chain management. 14R maintains a superior competitive position with a robust and growing IP portfolio that allows the company to actively develop and secure intellectual property to control the commercialization of differentiated products.
About Final Bell Holdings International Ltd.
The Company's shares were voluntarily delisted from the NEX Board of the TSX-V on April 30, 2021. Prior to entering into the investment agreement announced in the Company's news release dated May 11, 2021, the Company was inactive and seeking to acquire or otherwise transact with a new business or company. On October 14, 2021, the Company announced that it had entered into a share exchange agreement with Final Bell and the shareholders of Final Bell in connection with a proposed business combination between the Company and Final Bell. Please see the Company's October 14, 2021 press release for further information.
For further information please contact:
Kay Jessel
Chief Executive Officer
604.365.6099
finalbell.hi@gmail.com
All information contained in this press release with respect to the Company, Final Bell and 14R and/or their subsidiaries was supplied by the parties, respectively, for inclusion herein, and the Company and its directors and officers have relied on Final Bell and 14R for any information concerning their subsidiaries.
Forward-Looking Information
This press release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur and in this press release include statements respecting the transactions provided for in the Agreement, including the expected completion thereof, the proposed application to list the Company's shares, the parties' ability to negotiate and execute definitive agreements respecting such transactions and/or satisfy closing conditions and receive necessary approvals and the future plans and objectives of the Company, Final Bell and 14R. These statements are only predictions and should not be read as guarantees of future performance or results. Forward-looking information is based on the opinions, estimates and reasonable assumptions of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information, including, without limitation, that the parties may be unable to satisfy the conditions under the Agreement or the Business Combination, to list the Company's shares or to obtain proposed financing on terms acceptable to the Company or at all. There can be no assurance that the transactions contemplated in the Agreement or the Business Combination will occur or that, if the any do occur, they will be completed on the terms described above. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, opinions or assumptions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
SOURCE: Final Bell Holdings International Ltd.
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