Under the Arrangement, Nano will acquire all of the issued and outstanding shares of the Company for: (i) aggregate cash consideration of
Completion of the Arrangement is subject to the satisfaction or waiver of customary conditions including but not limited to the: the receipt of all applicable Regulatory Approvals; the closing of the Nano Financing; the closing of the Nano Housey Transaction; and the aggregate enterprise value of Nano as of the completion of the Arrangement being no less than
The Company reminds the Craft Global Shareholders that in order to receive their respective pro rata share of the Consideration, each registered Craft Global Shareholder must submit a duly completed Letter of Transmittal to
For more information with respect to the Arrangement, please refer to the Company's management information circular dated
All capitalized terms used in this news release but not otherwise defined herein, shall have the meaning ascribed thereto in the Circular.
This news release does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and this news release does not form the basis of any contract or commitment. In particular, this news release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in
The Nano Shares are not currently listed on any stock exchange. Although an application has been made for listing of the Nano Shares on the
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
Forward Looking Statements
This news release may contain forward–looking information within the meaning of applicable securities legislation, which reflects the Company's current expectations regarding future events. The words "expect", "aim", "believe", and similar expressions or words suggesting future outcomes are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances contain forward-looking statements. Forward-looking statements are not historical facts, nor guarantees or assurances of future performance but instead represent management's current beliefs, expectations, estimates and projections regarding future events and operating performance. Specific forward-looking information contained in this news release includes but is not limited to statements concerning the completion of the Arrangement, the satisfaction or waiver of conditions precedent to the Arrangement, the listing of the Nano Shares on the Exchange, and the anticipated closing date for the Arrangement.
Forward-looking statements reflect management's current beliefs, expectations and assumptions and are based on information currently available to management, management's historical experience, perception of trends and current business conditions, expected future developments and other factors which management considers appropriate. With respect to the forward-looking statements included in this news release, the Company has made certain assumptions with respect to, among other things; that Craft Global / Nano will meet its future objectives and priorities; obtaining the all necessary approvals including but not limited to approvals from the Exchange to list the Nano Shares, Craft Global and Nano are able to fulfill the condition precedents to the Arrangement Agreement, as well as assumptions concerning legislative frameworks, general economic and industry growth rates, prices, currency exchange and interest rates, competitive intensity, future pandemics or other material outbreaks of disease, safety issues, recalls, and no unplanned material changes in Craft Global / Nano's facilities, equipment or customer and employee relations.
Forward–looking information is based on a number of assumptions, opinions, and estimates and is subject to a number of risks and uncertainties, many of which are beyond the Company's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: uncertainties regarding
If any of these risks or uncertainties materialize, or if the opinions, estimates or assumptions underlying the forward-looking information prove incorrect, actual results or future events might vary materially from those anticipated in the forward-looking information. Accordingly, undue reliance should not be placed on forward-looking information, which speaks only as of the date made. The forward-looking information contained in this news release represents the Company's expectations as of the date of this news release and are subject to change after such date. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE CRAFT 1861
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