how about that sec 7 part???????
berry berry nice... explains everything....lol.
7. Qualified Bid. PwC on behalf of BioAmber shall only consider bids who meet the following
conditions (“Qualified Bid”):
(a) It is submitted by the Bid Deadline (as defined below);
(b) It is subject to these Terms and Conditions;
(c) It pertains to the acquisition of the Assets, or some of them, exclusively or to the Recapitalisation;
(d) With respect to the Assets (if applicable), it indicates the purchasing entity for the Assets (or any part thereof), the purchase price offered and a separate allocation for each of the Assets if the bid only covers part of the Assets;
(e) With respect to the Recapitalisation, it indicates the subscriber to the Common Shares and the purchase price/subscription price offered for the Common Shares;
(the aggregate purchase price for the Assets or the purchase price/subscription price for the Common Shares, as the case may be, and in both cases excluding any applicable duties or taxes, being referred to as the “Purchase Price”);
(f) It is accompanied by satisfactory evidence of the Qualified Bidder’s ability to complete the Contemplated Transaction (as defined below), which allows the Company and its secured lenders, in consultation with PwC, to make a reasonable determination as to the Qualified Bidder’s financial and other capabilities to complete the Contemplated Transaction;
(g) It is not conditioned on the outcome of unperformed due diligence and/or obtaining financing;
(h) It is accompanied by a deposit in an amount of no less than 10% of the Purchase Price in the form of a certified cheque, irrevocable wire transfer or bank draft payable to PricewaterhouseCoopers Inc. - in trust, or by a bank standby letter of credit to its order payable on sight (the “Deposit”);
(i) It provides for a closing of the Contemplated Transaction by no later than August 31, 2018 (the “Closing Date”); It is accompanied by other information reasonably requested by BioAmber and/or PwC, as the case may be.
