BDGY 130k bidding .10s we ready to start moving North b4 deal closes tomorrow and dollarsville shortly after Item 1.01 Entry into a Material Agreement
On August 12, 2020, Bridgeway National Corp. (“Bridgeway,” “us,” “our” or the “Company”) formed 102109637 Saskatchewan Ltd., a Saskatchewan corporation (the “Saskatchewan SPV”), a wholly owned subsidiary of Bridgeway.
On August 12, 2020, Bridgeway, the Saskatchewan SPV entered into an arrangement agreement (the “Arrangement Agreement”) with and Input Capital Corp. (“Input” or the “Corporation”) pursuant to which Bridgeway will acquire all of the issued and outstanding common shares of Input (the “Input Shares”). Under the terms of the Arrangement Agreement, each Input shareholder (the “Input Shareholders”) will receive cash consideration of $1.31 for each Input Share held (the “Consideration”), representing aggregate consideration of approximately $73.1 million on a fully diluted basis. The Consideration represents an approximately 1.3x premium to Input’s book value as of June 30, 2020. The transactions represented by the Arrangement Agreement was officially approved by the Court of Queen’s Bench for Saskatchewan on September 28, 2020.
The board of directors of Input (the “Input Board”) unanimously determined that the transaction was in the best interests of the Corporation and is recommending that Input Shareholders vote in favor of the transaction. Each director and all senior officers of the Corporation have entered into voting agreements with Bridgeway pursuant to which, among other things, they have agreed to vote all of the Input Shares owned or controlled by them in favor of the transaction, representing approximately 33.3% of the outstanding Input Shares.
The foregoing summary of the Voting Agreement does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference into this Item 1.01.
Item 8.01 Other Events
On September 29, 2020, the Board of Directors (the “Board”) of Bridgeway National Corp. (the “Company”) authorized and approved a share repurchase program for up to $5 million of the currently outstanding shares of the Company’s class A common stock over a period of 12 months. Under the stock repurchase program, the Company intends to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise in accordance with applicable federal securities laws, including Rule 10b-18 of the Securities Exchange Act of 1934 (the “Exchange Act”).
The Board also authorized the Company to enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule 10b5-1 allows a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposed trading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker, subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would have authority to purchase the Company’s common stock in accordance with the terms of the plan. The Company may from time to time enter into Rule 10b5-1 trading plans to facilitate the repurchase of its class A common stock pursuant to its share repurchase program.
The Company cannot predict when or if it will repurchase any shares of class A common stock as such stock repurchase program will depend on a number of factors, including constraints specified in any Rule 10b5-1 trading plans, price, general business and market conditions, and alternative investment opportunities. Information regarding the share repurchases will be available in the Company’s periodic reports on Form 10-Q and 10-K filed with the Securities and Exchange Commission as required by the applicable rules of the Exchange Act.
This report contains forward-looking information, as that term is defined under the Exchange Act, including information regarding purchases by the Company of its class A common stock pursuant to any Rule 10b5-1 trading plans. By their nature, forward-looking information and statements are subject to risks, uncertainties and contingencies, including changes in price and volume and the volatility of the Company’s class A common stock; adverse developments affecting either or both of prices and trading of securities and unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company. The Company does not undertake to update any forward-looking statements or information, including those contained in this report.
Item 9.01 Financial Statements and Exhibits.
Item 9.01 Financial Statements and Exhibits.
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