All currency references used in this news release are in
- Nano, an arm's length party to Craft, will acquire all of the issued and outstanding shares of Craft Global in exchange for aggregate cash and equity securities of the combined entity ("New Nano") of
$1,724,040,780 . - Upon closing of the Transaction, the total enterprise value of New Nano is required to be not less than
$5,000,000,000 .
Pursuant to the Letter of Intent, it is anticipated that the Transaction will be structured between Craft Global and Nano, whereby, among other things, Nano will acquire all of the issued and outstanding shares for (i) aggregate cash consideration of
Following closing of the Transaction, New Nano will continue to operate the business of Craft Global and intends to rename itself "
The Transaction remains subject to completion of satisfactory due diligence by the parties, the negotiation of a definitive agreement, the satisfaction or waiver of certain customary conditions, including, among other things, receipt of all required third party consents, shareholder approvals, regulatory approvals (including that of the Exchange). The Exchange has not yet approved the Transaction, and there can be no assurance that it will.
The board of directors of each of Nano and Craft Global have approved the Letter of Intent and determined that the Transaction is in the best interests of their respective shareholders and companies.
This news release is not an offer of securities for sale in
This news release contains a reference to "total enterprise value" which does not have a standardized meaning prescribed by International Financial Reporting Standards ("IFRS") and accordingly are unlikely to be comparable to similar measures presented by other IFRS issuers. Total enterprise value is a non-IFRS measure which is calculated by aggregating the market value of all of the New Nano's shares at closing, adding total debt and subtracting cash and cash equivalents. Management believe that total enterprise value provides useful information to investors to assess the overall market value of New Nano and as an input to calculate financial ratios.
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 structure of the Transaction, the terms, conditions and completion of the Transaction, satisfaction or waiver of conditions precedent to the Transaction, listing of New Nano shares on the Exchange.
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 / New Nano will meet its future objectives and priorities; Craft Global / New Nano will have access to adequate capital to fund its future projects and plans; that Craft Global / New Nano future projects and plans will proceed as anticipated; 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 / New Nano 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: limited long-term data with respect to the efficacy, side effects and safety of category products; 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.
The Exchange does not accept responsibility for the adequacy or accuracy of this news release.
SOURCE CRAFT 1861
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