TORONTO, Oct. 24, 2017 (GLOBE NEWSWIRE) -- Leo Acquisitions Corp. (NEX:LEQ.H) (the “Corporation” or “Leo”) and Blue Nordic Partners Inc. (“BNP”) are pleased to announce the entering into of a letter of intent (the “LOI”) pursuant to which LEO will acquire all of the issued and outstanding shares in the capital of BNP pursuant to a reverse-takeover transaction (the “RTO”). BNP is a private corporation incorporated pursuant to the laws of the Province of New Brunswick. BNP is a corporate advisory firm which accepts equity positions in small and medium sized companies, which in management’s view have the short-term potential for sustainable value enhancement, in exchange for its services, know how, human capital, in-depth business understanding and other tools and means necessary to enhance company value.
It is anticipated that each of Leo and BNP will hold an annual and special shareholders meeting on or about December 18, 2017 or such other date to which the parties mutually agree, to seek approval for, among other things, the RTO.
The RTO is expected to be completed by way of a share exchange, plan of arrangement, amalgamation or other form of business combination determined by the legal and tax advisors to each of Leo and BNP, each acting reasonably, which will result in BNP becoming a wholly-owned subsidiary of Leo or otherwise combining its corporate existence with that of Leo (the “Resulting Issuer”). The Resulting Issuer will carry on the business heretofore carried on by BNP upon completion of the RTO.
Leo and BNP anticipate that the RTO will close on or about December 21, 2017 or such other date as mutually agreed to by the parties.
The LOI contemplates that Leo and BNP will promptly negotiate and enter into a definitive agreement (the “Definitive Agreement”), together with such other documents that may be required to effect such filings and applications as are required in order to more fully delineate, formalize and execute the terms of the RTO as outlined in the LOI.
The Board of Directors of the Resulting Issuer is expected to be comprised of Gerry Goldberg, Remo Mancini, Michael Newman and Juergen Schlebrowski. Mr. Schlebrowski also is expected to be the Chief Executive Officer of the Resulting Issuer.
Mr. Schlebrowski, currently Chairman and CEO of BNP, started his career with Procter & Gamble. He brings more than 25 years of national and international experience as a senior executive (including the positions of General Manager and Vice President) having worked for many multinational companies in the consumer goods sector. In 2005 he founded SH Consulting providing strategic and operational support as well as interim management. Prior to joining BNP in 2014, he was the Interim-CEO of a medical group (health care and medical technology). His main business focus is primarily on repositioning and turnaround management. Mr. Schlebrowski has experience with all facets of business and extensive industry knowledge in the areas of consumer packaged goods, office products, fashion, sports, retail, health care and medical technology.
Mr. Schlebrowski commented, “The entering of the LOI is a positive step for BNP in its business development as having its securities traded publicly may enhance the ability of BNP to attract the capital necessary to further expand its business and to effect additional transactions to obtain equity interests in small and medium sized business with attractive growth profiles. We look forward to working with Leo to pursue completion of this transaction”.
Mr. Michael Newman, Chairman of Leo commented, “I look forward to working with BNP's experienced management team with a background of successful SME transactions in Germany, Switzerland and Austria. The Canadian public listing will provide an attractive platform to grow BNP's current European equity portfolio through additional opportunities in North America”.
The LOI was approved by the Board of Directors of BNP on the unanimous recommendation of the Special Committee of BNP, chaired by Remo Mancini, the Vice-Chair of the Board of Directors. The LOI also received approval from the Board of Directors of Leo on the unanimous recommendation of the Special Committee of Leo.
Mr. Gerry Goldberg, as a director of both Leo and BNP, declared his conflict in respect of the matters forming part of the LOI and recused himself from deliberations of the board of directors of each of Leo and BNP.
Completion of the RTO is subject to a number of conditions, including but not limited to, receiving all relevant exchange approvals. The RTO cannot close until the required shareholder, regulatory and other approvals are obtained. There can be no assurance that the RTO will be completed as proposed or at all.
Additional information in connection with the RTO will be provided in subsequent press releases.
Reader Advisory
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to timing and completion of the RTO, satisfaction of the conditions precedent to the completion of the RTO and the anticipated business of the Resulting Issuer following the completion of the RTO.
Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. We cannot guarantee future results, performance or achievements. Consequently, there is no representation that the actual results achieved will be the same, in whole or in part, as those set out in the forward-looking information.
Forward-looking information is based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking information. Some of the risks and other factors could cause results to differ materially from those expressed in the forward-looking statements which include, but are not limited to: general economic conditions in Canada, the United States and globally; industry conditions; unanticipated operating events; competition for and/or inability to retain services and inputs; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; stock market volatility; volatility in market prices for commodities; changes in tax laws and incentive programs; and the other factors described in our public filings available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive.
The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Readers are cautioned not to place undue reliance on forward-looking information.
Completion of the RTO is subject to a number of conditions, including but not limited to, TSX Venture Exchange approval pursuant to applicable requirements of the TSX Venture Exchange and satisfaction of the listing criteria on the securities exchange on which the shares of the resulting issuer are to be listed. The RTO cannot close until the required shareholder, regulatory and other approvals are obtained. There can be no assurance that the RTO will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon.
Trading in the securities of Leo should be considered highly speculative. Neither the TSX Venture Exchange (nor the NEX) nor their Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information, please contact:
Leo Acquisitions Corp.
Gerry Goldberg, President and Chief Executive Officer
416-780-2244
Gerry.goldberg@slf.ca
Blue Nordic Partners Inc.
Juergen Schlebrowski, Chairman and Chief Executive Officer
+49-172-283-7635
schlebrowski@blue-nordic.com