Revelstoke Equity Announces Proposed Qualifying Transaction with Jet Power and Controls

Fintech Investing

Revelstoke Equity (TSXV:REQ.P), a capital pool company, wishes to announce that its previously announced letter of intent with Zonetail dated September 14, 2015 automatically terminated pursuant to its terms on November 30, 2015. Pursuant to the Zonetail LOI, Revelstoke and Zonetail were to complete a business combination intended to constitute Revelstoke’s Qualifying Transaction, as such term …

Revelstoke Equity (TSXV:REQ.P), a capital pool company, wishes to announce that its previously announced letter of intent with Zonetail dated September 14, 2015 automatically terminated pursuant to its terms on November 30, 2015. Pursuant to the Zonetail LOI, Revelstoke and Zonetail were to complete a business combination intended to constitute Revelstoke’s Qualifying Transaction, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange.
As quoted in the press release:

The Company is pleased to announce that it has entered into a binding letter of intent (the “LOI“) dated January 3, 2017 with Jet Power & Controls Ltd. (“Jet Power“) which outlines the general terms and conditions of a proposed transaction (the “Proposed Transaction“) that will result in REQ acquiring all of the issued and outstanding equity shares of Jet Power (the “Jet Power Shares“) in exchange for common shares of REQ (each, a “REQ Share“).
The LOI is to be superseded by a definitive agreement (the “Definitive Agreement“) between REQ and Jet Power with such agreement to include representations, warranties, conditions, and covenants typical for a transaction of this nature. The Proposed Transaction is subject to, among other things, receipt of the requisite shareholder approval of Jet Power and REQ, final approval of the TSX Venture Exchange (the “Exchange“), and standard closing conditions, including the conditions described below. The parties have agreed that during the period from signing the LOI through to execution of the Definitive Agreement, each of REQ and Jet Power will continue their respective operations in the ordinary course and will not solicit or accept alternative offers (subject to fiduciary duties). Subject to satisfactory completion of due diligence, the parties expect to execute the Definitive Agreement on or before February 28, 2017 (or such other date as may be mutually agreed in writing between REQ and Jet Power).

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