TSL888 Investments Inc. entered into a definitive agreement to acquire Iplayco Corporation Ltd. for CAD 5.1 million.
August 28, 2019
Share
TSL888 Investments Inc. entered into a non-binding letter of intent to acquire Iplayco Corporation Ltd. (TSXV:IPC) for CAD 5.1 million on August 13, 2019. TSL888 Investments Inc. entered into a definitive agreement to acquire Iplayco Corporation Ltd. (TSXV:IPC) for CAD 5.1 million on October 30, 2019. Under the terms of the agreement, TSL will acquire all of the outstanding common shares of Iplayco for CDN 0.50 in cash per Share. Upon completion of the arrangement, Iplayco will become a wholly owned subsidiary of TSL. Under certain circumstances where the arrangement is not completed with TSL, Iplayco has agreed to pay a termination fee of CDN 0.25 million to TSL and TSL agreed to pay a termination fee of CDN 0.25 million to Iplayco.
Closing of the arrangement is subject to various conditions, which are standard for a transaction of this nature, including receipt of Iplayco shareholder, court and regulatory approvals. Iplayco's Board of Directors has unanimously approved the arrangement and recommends that Iplayco shareholders vote in favor of the arrangement at the Meeting. A special meeting of Iplayco's shareholders to consider and, if thought fit, approve the arrangement will be held as soon as practicable. The transaction has been approved by the committee of independent Iplayco Board members and has received conditional approval from the TSX-V. As per announcement of December 18, 2019, Iplayco's shareholders have approved the transaction in the special meeting. The transaction is expected to close in December 2019. The transaction is expected to become effective December 23, 3019. The de-listing of Iplayco shares is expected to occur at the close of trading on December 24, 2019. Evans & Evans acted as financial advisor to the special committee of independent directors of Iplayco. Evans & Evans has provided an opinion to the special committee that, as of the date of such opinion and subject to the assumptions, limitations, and qualifications stated in such opinion, the consideration offered by TSL under the arrangement is fair, from a financial point of view, to Iplayco’s shareholders. DuMoulin Black LLP acted as the legal advisor to the special committee of independent directors of Iplayco.
Iplayco Corporation Ltd. is engaged in designing and supplying of indoor playgrounds for children. The Company operates in two segments: Manufacturing of play structures for children, from its production plants in Langley, British Columbia, Canada and Subic Bay, Philippines (Manufacturing), and Operating a family entertainment center in Langley, British Columbia, Canada (Family Entertainment Centre). Its indoor soft-play park for Billy Beez is a family entertainment center of approximately 2,316.79 square meters located in the Mall of Dhahran, Al Khobar, Saudi Arabia. The Company, through International Play Company Inc., offers both the individual air blower-based ballistics system/arena and the compressor powered pneumatic set-up. Its play products include Indoor Play, Air Trek, Ballistics Play, Theming, Outdoor Play, Outdoor Installs and Indoor Installs. Its ballistics arenas are all custom designed and include multiple levels, targets, ball fountains, ball dumps and ball movers.