Whiteknight Acquisitions III Inc. (WKA) has announced that it plans on entering a proposed transaction with Delivra Inc. that entails the two companies to exchange and acquire each other shares.
The non-binding letter of intent that the two companies have entered states that each convertible, exchangeable, or exercisable security of Delivra will be exchanged for the equivalent WKA on substantially the same economic terms and conditions as the original convertible, exchangeable or exercisable security of Delivra.
The Proposed Transaction is currently expected to be completed by way of a three cornered amalgamation between WKA and Delivra or other similar transaction, which will result in Delivra becoming a wholly-owned subsidiary of WKA.
The Proposed Transaction is subject to, among other things, receipt of the requisite shareholder approval of Delivra, final approval of the TSX Venture Exchange (the “Exchange”) and standard closing conditions, including the conditions described below. The parties have agreed that during the period from signing the LOI through to execution of the Definitive Agreement, each of WKA and Delivra will continue their respective operations in the ordinary course and will not solicit or accept alternative offers (subject to fiduciary duties). Subject to satisfactory completion of due diligence, the parties expect to execute the Definitive Agreement on or before October 30, 2015 (or such other date as may be mutually agreed in writing between WKA and Delivra) and have agreed to use their best efforts to complete the Proposed Transaction by November 30, 2015 (or such other date as may be mutually agreed in writing between WKA and Delivra).
