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Thursday, January 24, 2019 3:13:31 AM
6th Monitor's Report, pg 174
From the asset list of the APA
Schedule 1.1 (tt), Item FA000105:
Credit to CSCS for this image
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The land is clearly included with the "Visolis Transaction" Asset Purchase Agreement that closed 10/22/18, and as CSCS has pointed out: according to the Ontario Land Registry, as of 1/13/2019 the land on which the Sarnia plant sits is still in Bioamber Sarnia Inc.'s name.
Say we buy into the idea that LCYB got a great deal for the land and assets:
It's been 3 months since the closing of the "Visolis Transaction."
Given the circumstances and potential risks of a shareholder's class suit or legal action from any other dissenting party, why would the acquiring corporation not immediately register the land on which the plant sits into a holding corporation?
LCY Biosciences Inc. is LCY Chemical's KKR-financed joint venture and pivot into North America (both are multi-billion dollar corporations by the way). I'm sure the lawyers of behemoth corporations like KKR and LCYC, wouldn't overlook a glaring risk such as land registry.
Secondly, the encumbrances are still registered against the property. They were supposed to be expunged at closing per Schedule B of the APA:
-------
It seems the logical explanation why LCY Biosciences Inc. have not bothered to update the Ontario Land Registry is because either:
A) The deal has not yet closed.
-or-
B) They don't need to.
There is plenty of verbiage pointing to a second transaction. A share purchase, recapitalization, subsidiary merger or carveout transaction would negate the need to change the registered owner from Bioamber Sarnia Inc.
This is just one of many references to a multi-step transaction:
From the asset list of the APA
Schedule 1.1 (tt), Item FA000105:
Credit to CSCS for this image
-----
The land is clearly included with the "Visolis Transaction" Asset Purchase Agreement that closed 10/22/18, and as CSCS has pointed out: according to the Ontario Land Registry, as of 1/13/2019 the land on which the Sarnia plant sits is still in Bioamber Sarnia Inc.'s name.
Say we buy into the idea that LCYB got a great deal for the land and assets:
It's been 3 months since the closing of the "Visolis Transaction."
Given the circumstances and potential risks of a shareholder's class suit or legal action from any other dissenting party, why would the acquiring corporation not immediately register the land on which the plant sits into a holding corporation?
LCY Biosciences Inc. is LCY Chemical's KKR-financed joint venture and pivot into North America (both are multi-billion dollar corporations by the way). I'm sure the lawyers of behemoth corporations like KKR and LCYC, wouldn't overlook a glaring risk such as land registry.
Secondly, the encumbrances are still registered against the property. They were supposed to be expunged at closing per Schedule B of the APA:
-------
It seems the logical explanation why LCY Biosciences Inc. have not bothered to update the Ontario Land Registry is because either:
A) The deal has not yet closed.
-or-
B) They don't need to.
There is plenty of verbiage pointing to a second transaction. A share purchase, recapitalization, subsidiary merger or carveout transaction would negate the need to change the registered owner from Bioamber Sarnia Inc.
This is just one of many references to a multi-step transaction:
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