Looking for clarification on news today. If I am reading this correctly, the Poda deal will entitle shareholders their original Invictus shares and the investors will also be applicable to receive a 1/1 share count of Poda without loosing any Invictus shares?
Example:
If I own 1000 shares of Invictus I would then be applicable to receive 1000 "free" shares of Poda once the deal is complete mid September?
Thanks in advance!
Date: August 21, 2018
INVICTUS ANNOUNCES SPINOUT OF PODA TO ACCESS INTERNATIONAL AND U.S. MARKETS
Symbols: GENE, IVITF
Vancouver, BC -- August 21, 2018 -- NewsWire InvestorsHub -- INVICTUS MD STRATEGIES CORP. (“Invictus” or the “Company”) (TSXV: GENE; OTCQX: IVITF; FRA: 8IS1) today announced the proposed spinout of its wholly-owned subsidiary, Poda Technologies Ltd. (“Poda”), by way of plan of arrangement (the “Arrangement”), in a bid to create a stand-alone entity to conduct business in the U.S. and internationally, outside of the TSXV.
Poda is a zero-cleaning vaporizer system, harnessing innovative technology that can be paired with almost any vaporizable substance including cannabis, tobacco, e-liquids, concentrates, coffee and more. Other pod-based vaporizers on the market today still require cleaning and produce significant waste. Poda vaporizers use patent-pending zero clean technology and offer biodegradable pods. Most importantly, Poda vaporizers will provide consumers with consistent performance.
As part of the Arrangement, each common share of the Company held by an Invictus Shareholder will be exchanged for one new common share of the Company and one Poda common share. Immediately after the Arrangement, the Invictus Shareholders shall be the shareholders of Poda. Each Invictus stock option will be exchanged for one new stock option of the Company and one Poda stock option. Each Invictus warrant will be exchanged for one new warrant of the Company and one Poda warrant. The Arrangement will be affected under the terms and conditions of an arrangement agreement to be entered into between Invictus and Poda (the “Arrangement Agreement”).
The Company has obtained an independent comprehensive valuation report and fairness opinion (the “Report”) on the Arrangement. The Report concludes that the terms of the Arrangement are fair, from a financial point of view, to the Invictus Shareholders. The fair market value of Poda, as at June 30, 2018, was determined to be approximately $1,915,000.
Following completion of the Arrangement, Poda will use its commercially reasonable efforts to apply for and obtain a listing of the Poda common shares on the Canadian Securities Exchange (the “CSE”) or other Canadian stock exchange or quotation system. Management of the Company and Poda will remain the same following completion of the Arrangement.
Subject to execution of the Arrangement Agreement, and receipt of requisite corporate, regulatory and court approval, the record date for the exchange and distribution of the common shares of Poda (the “Record Date”) is anticipated to be on or about September 2018.
All Invictus shareholders, of record as of the Record Date, will be issued a notice from Invictus’ transfer agent, Computershare, with instructions on how to obtain the shares they are entitled to under the Arrangement.
Completion of the Arrangement is contingent on completion of closing conditions associated with the Arrangement, such as requisite corporate, regulatory and court approvals.
For more information, please visit www.invictus-md.com.
On Behalf of the Board,
Dan Kriznic
Chairman and CEO
Jessica Martin
Vice President, Public Relations and Regulatory Affairs
(604) 537-8676
