Tangelo Announces Arrangement Agreement With GoGel Holdings

Tangelo Games (TSXV:GEL) announced that it has entered into an arrangement with GoGel Holdings whereby GoGel will acquire all the issued and outstanding common shares of Tangelo for CS$0.02565 per share in cash.

As quoted in the press release:

The price per common share in the Arrangement Agreement implies an aggregate fully diluted equity value for Tangelo of approximately C$4,727,009.77.

The Company’s special meeting of security holders to consider the Arrangement will be held on a date to be determined by the Board of Directors of Tangelo (the “Special Meeting“).

Transaction Highlights

• The cash purchase price under the Arrangement represents a 71% premium to Tangelo’s closing share price of C $0.015 on July 10, 2018, the last trading day prior to the announcement of the Arrangement Agreement.
• Tangelo’s Board of Directors and a special committee consisting of the independent directors of Tangelo (the “Special Committee“) have unanimously recommended that shareholders vote in favour of the Arrangement.
• Tangelo is permitted to terminate the Arrangement Agreement in certain circumstances, including to allow the Board of Directors to accept a superior proposal subject to certain conditions, including GoGel’s “right to match” and the payment of a termination fee of C$1 million.
• Completion of the Arrangement is subject to customary closing conditions, including approval of Tangelo shareholders and court approval, and is expected to close in the third quarter of 2018.

James Lanthier, Chief Executive Officer of Tangelo, commented: “We are pleased to announce this go-private transaction with GoGel, an affiliate of Third Eye Capital. After a comprehensive exploration of strategic alternatives for Tangelo, we concluded that the best outcome for all stakeholders would be for Tangelo to become a private company with the assistance of Third Eye, the Company’s principal and founding financial sponsor. We believe that being private will give Tangelo better flexibility and latitude to invest in product and corporate development and build on its strengths. We would like to thank Third Eye for their support and collaboration in this process.”

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