Calgary, Alberta--(Newsfile Corp. - October 26, 2023) - Florence One Capital Inc. (TSXV: FONC.P) ("Florence" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") with Privestia BV ("Privestia"), outlining the general terms and conditions with respect to the proposed acquisition (the "Proposed Acquisition") by Florence of all of the issued and outstanding securities of Privestia.
It is anticipated that the Proposed Acquisition of Privestia will constitute a reverse takeover and Florence's "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange"). Assuming completion of the Proposed Acquisition, it is anticipated that Florence will graduate to Tier 1 of the Exchange as a technology issuer. Following the completion of the Proposed Acquisition, Florence is referred to herein as the "Resulting Issuer". All currency references used in this news release are in Canadian currency unless otherwise noted.
About Privestia BV
Privestia is a private company incorporated pursuant to the laws of the Netherlands that has the right to acquire platform technology that provides a highly efficient, safe, convenient means for individuals to switch form one type of transportation to another to get to and from their desired locations. Privestia's current business objective, both today and after the completion of the proposed Qualifying Transaction, is to consolidate the current mobility market through detailed, hands-on deliberation and decision-making. The efforts by Privestia to consolidate the mobility market to date, include Privestia's proposed initial acquisitions, where a software platform was built that currently serves approximately 1 million B2C users and numerous large B2B companies. This platform uniquely enables the seamless integration of all modes of transportation, including planes, public transport, cars, bikes, and more, into a single, cohesive journey. This service is offered not only directly to its own users but is also provided as a service to other companies. Privestia serves mobility hubs in places where people transition between different modes of transportation known as "Mobihubs." Additional acquisitions will further increase revenues and earnings while Privestia expands both geographically as well as with the range of services provided.
Terms of the Proposed Acquisition
The LOI contemplates that Florence and Privestia will negotiate and enter into a definitive agreement in respect of the Proposed Acquisition on or before November 17, 2023, unless otherwise agreed to by the parties (the "Definitive Agreement"), pursuant to which it is anticipated that Florence will acquire all of the issued and outstanding securities of Privestia (the "Privestia Securities"), and securityholders of Privestia will receive securities of Florence in exchange for their Privestia Securities pursuant to the proposed terms of the LOI and pending Exchange acceptance.
It is currently anticipated that Florence will acquire Privestia by way of a three-cornered amalgamation, share exchange, plan of arrangement or other similar form of business combination transaction as agreed by the parties, to ultimately form the Resulting Issuer. The final structure of the Proposed Acquisition is subject to the receipt of tax, corporate and securities law advice for both Florence and Privestia. Upon completion of the Proposed Acquisition, the Resulting Issuer will carry on the business of Privestia under the brand name of name Qonnected Mobility.
It is also anticipated that Florence and/or Privestia will complete a concurrent financing in connection with the Proposed Acquisition in an amount to be determined (the "Private Placement").
In the event that the Proposed Transaction is consummated, aggregate finders' fees equal to 0.8% of the enterprise value of the Resulting Issuer (prior to taking effect of the Private Placement) will be payable to an arm's length party and a non-arm's length party, either in securities of the Resulting Issuer or cash, at the election of Florence.
Certain securities to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to principals (as defined under Exchange policies), which will be subject to the escrow requirements of the Exchange.
Closing of the Proposed Acquisition will be subject to a number conditions, including, without limitation: approval of the Proposed Acquisition by the boards of directors of Florence and Privestia; execution of a Definitive Agreement effecting the Proposed Acquisition; approval of matters relating to the Proposed Acquisition by the shareholders of Florence, receipt of all regulatory approvals with respect to the Proposed Acquisition and the listing of the Resulting Issuer Shares on the Exchange; and approval of matters relating to the Proposed Acquisition by the shareholders of Privestia.
There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.
The Proposed Acquisition is not a "Non-Arm's Length Qualifying Transaction", as such term is defined in Policy 2.4 of the Exchange and consequently, the Proposed Acquisition will not be subject to approval by Florence's shareholders.
Name Change
Upon completion of the Proposed Acquisition, it is anticipated that the Resulting Issuer will continue the business of Privestia under the name "Qonnected Mobility, Inc." or a name to be mutually agreed to by Florence and Privestia (the "Name Change"). The parties expect that the Exchange may assign a new trading symbol for the Resulting Issuer.
Sponsorship
The Proposed Acquisition is subject to the sponsorship requirements of the Exchange unless an exemption from those requirements is granted. Florence intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Proposed Acquisition should not be construed as any assurance with respect to the merits of the Proposed Acquisition or the likelihood of its completion.
Filing Statement
In connection with the Proposed Acquisition and pursuant to the requirements of the Exchange, Florence intends on filing a information circular/filing statement on its issuer profile on SEDAR+ (www.sedarplus.com), which will contain relevant details regarding the Proposed Acquisition, Florence, Privestia and the Resulting Issuer.
Additional Information
The Proposed Acquisition is expected to require the approval of the shareholders of Florence. If required, Florence will hold a meeting of shareholders to seek all necessary approvals, the details of which will be disclosed once available.
Additional information regarding the Proposed Acquisition will be provided in future news releases.
Trading in the common shares of Florence has been halted, and will remain halted, pending the satisfaction of all applicable requirements of Policy 2.4 of the Exchange. There can be no assurance that trading of common shares of Florence will resume prior to the completion of the Proposed Acquisition. Further details concerning the Proposed Acquisition (including additional information regarding Privestia) and other matters will be announced when a Definitive Agreement is reached.
Completion of the Proposed Acquisition is subject to a number of terms and conditions, including and without limitation to the following: (i) negotiation and execution of the Definitive Agreement; there being no material adverse changes in respect of either Florence or Privestia; the parties obtaining all necessary consents, orders, regulatory and shareholder approvals, including conditional approval of the Exchange; completion of other required corporate changes of Florence; completion of a thorough business, legal and financial review by each party of the other party; and other standard conditions of closing for a transaction in the nature of the Proposed Acquisition. Trading of Florence's common shares will remain halted pending further filings with the Exchange.
About Florence One Capital Inc.
Florence is a "capital pool company" within the meaning of the policies of the Exchange that has not commenced commercial operations and has no assets other than cash. The board of directors of Florence currently consists of Messrs. Mohammad Fazil, Scott Reeves, Viswanathan Karamadam, James Tworek, Emmanual Paul, Qiang Guo.
The officers of Florence are currently Mohammad Fazil, President, Chief Executive Officer, Chief Financial Officer and Secretary-Treasurer. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its Qualifying Transaction (as defined under the policies of the Exchange), Florence will not carry on business, other than the identification and evaluation of companies, business or assets with a view to completing a proposed Qualifying Transaction.
For further information, please contact:
Mohammad Fazil
President, Chief Executive Officer, Chief Financial Officer, Secretary-Treasury and Director
Telephone: (403) 613-7310
Email: mofazil@gmail.com
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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.
Investors are cautioned that, except as disclosed in the management information circular or filing statement 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 does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information
This news release may contain certain "Forward-Looking Statements" as defined under applicable Canadian securities laws. When or if used in this news release, the words "anticipate", "believe", "estimate", "expect", "target, "plan", "forecast", "may", "schedule" and similar words or expressions identify forward-looking statements or information. These forward-looking statements or information may relate to: the terms and timing of the Proposed Acquisition (including the entering into of a Definitive Agreement); statements concerning the Resulting Issuer following completion of the Proposed Acquisition (including composition of the board of directors and management team); completion of the Proposed Acquisition; and expectations for other economic, business, and/or competitive factors.
Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management's perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While management of Florence considers these assumptions to be reasonable based on information currently available, there is no assurance that such expectations will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information include: the ability to consummate the Proposed Acquisition; the ability to obtain requisite regulatory and security holder approvals and to satisfy other conditions to the consummation of the Proposed Acquisition on the terms and at the times proposed; the impact of the announcement or consummation of the Proposed Acquisition on relationships; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; changes in government regulation and regulatory compliance; and the diversion of management time on the Proposed Acquisition. Should one or more of these risks, uncertainties or other factors materialize, or should assumptions underlying the forward-looking information or statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information.
The forward-looking information contained in this news release is stated as of the date of this news release. Florence does not intend, and does not assume any obligation, to update these forward-looking statements or information to reflect changes in assumptions or changes in circumstances or any other events affecting such statements and information other than as required by applicable laws, rules and regulations.
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.
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