Sicame Canada completed the acquisition of Circa Enterprises Inc. from Cory Tamagi, Angela Hulshof, Darren Epp, Robert Johnston and others for CAD 21.7 million.
Completion of the Amalgamation is subject to a number of conditions being satisfied or, where permitted, waived by one or more of Circa or Sicame Canada and SubCo at or prior to closing of the Amalgamation. These conditions include the approval of the Circa Shareholders, together with approval of the Majority of the Minority at the Meeting; approval of the TSXV; the closing conditions of the Asset Purchase Agreement being satisfied or waived; the settlement of any outstanding options or stock option agreements; the receipt of all necessary third-party approvals; and, the satisfaction of certain other closing conditions customary for a transaction of this nature. The board of Circa has unanimously approved the transaction. It is expected that the special meeting of Circa Shareholders (the "Meeting") to approve the proposed Amalgamation and sale of the Telecom Business will be held virtually on April 10, 2023, under this meeting (i) at least 66 ? percent of the votes cast by all holders of Common Shares; and (ii) a majority of the votes cast by disinterested shareholders, in each case voting in person or by proxy at the Meeting. As of April 10, 2023, Circa Shareholders has approved the transaction. The Amalgamation is anticipated to close on or about April 11, 2023.
Sequeira Partners acted as fairness opinion provider and Paul Barbeau of McMillan LLP acted as legal advisor to the Special Committee of Circa Enterprises. Computershare Investor Services Inc. acted as information agent and Computershare Trust Company of Canada acted as depository bank to Circa Enterprises. Bruce Hibbard of Bennett Jones LLP acted as legal advisor to Circa. Allan Ritchie of Loopstra Nixon LLP acted as legal advisor to Sicame Group.
Sicame Canada completed the acquisition of Circa Enterprises Inc. (TSXV:CTO) from Cory Tamagi, Angela Hulshof, Darren Epp, Robert Johnston and others for CAD 21.7 million on April 14, 2023. The Consideration payable to Circa Shareholders is equal to CAD 2.1173 per common share in Circa. As Hydel no longer meets the TSX Venture Exchange's (the "TSXV's") minimum listing requirements, an application has been made by Hydel for the de-listing of the Common Shares of Hydel (formerly, Circa) from the TSXV and trading in the Common Shares has been halted. It is expected that the delisting of the Common Shares will occur on or about April 18, 2023.