Griffin Skye Corporation
NEX BOARD : GRS.H
TSX VENTURE : GRS.H

Griffin Skye Corporation

August 04, 2016 15:49 ET

Griffin Skye Corporation Announces Agreement to Complete Reactivation Transaction to Acquire Associated National Brokerage Inc.

TORONTO, ONTARIO--(Marketwired - Aug. 4, 2016) - Griffin Skye Corporation (NEX:GRS.H) ("Griffin Skye") is pleased to announce that it has entered into a share purchase agreement (the "Agreement") dated July 29, 2016 with the shareholders of Associated National Brokerage Inc. ("ANB"), a corporation existing under the laws of Ontario, which outlines the general terms and conditions pursuant to which Griffin Skye will acquire all of the issued and outstanding shares of ANB (the "Transaction").

Following completion of the Transaction, Griffin Skye will continue the business of ANB and operate as an over-the-counter seller and distributor to manufacturers in the Canadian food and drug marketplace.

Prior to closing of the Transaction, Griffin Skye will apply to voluntarily delist its Class A Shares from the NEX board of the TSX Venture Exchange (the "Exchange"). Since the Transaction will be completed after Griffin Skye's shares have been voluntarily delisted from the Exchange, the Exchange will not be reviewing or approving the terms and conditions of the Transaction.

Terms of Acquisition

Under the terms of the Agreement, Griffin Skye will acquire all of the issued and outstanding shares of ANB.
The aggregate purchase price for the ANB shares shall be $26.0 million, less:

  1. the amount by which the book value of the inventory held by ANB as of the open of business on the closing date of the Transaction is less than $2,200,000;
  2. the amount, if any, paid to acquire a certain loan to an ANB shareholder; and
  3. the amount paid by Griffin Skye towards the purchase of shares in 2522813 Ontario Inc. (a corporation related to ANB), subject to adjustment pursuant to the Agreement;

subject to a closing adjustment equal to closing working capital minus $1,200,000. If the closing adjustment is a positive number, the aggregate purchase price shall be increased by the amount of the closing adjustment. If the closing adjustment is a negative number, the aggregate purchase price shall be reduced by the closing adjustment.

$4,000,000 of the aggregate purchase price shall be paid by the issuance of a promissory note. If certain gross revenue and gross margin performance targets of ANB in each of calendar years 2017, 2018, 2019 and 2020 are met then promissory note installment payments for such calendar year will be paid in that calendar year. If certain gross revenue and gross margin performance targets of ANB in each of calendar years 2017, 2018, 2019 and 2020 are not met then promissory note installment payments for such calendar year will not be paid in that calendar year, but shall continue to accrue. Any unpaid promissory note installment payments will be paid, regardless of any/all postponements, on December 31, 2023, subject only to set off for any amounts owed by the vendor to Griffin Skye pursuant to the Agreement, regardless of whether the gross revenue and gross margin performance targets were achieved.

A further $6,000,000 of the aggregate purchase price shall be paid in installments based on the achievement of certain gross profit targets for the years 2016 through 2020.

Closing of the Transaction is subject to a number of conditions, including completion of the Concurrent Financing (as defined and described below), completion of the Debt Conversion (as defined and described below), receipt of all required regulatory approvals, including Exchange approval to Griffin Skye's voluntary delisting of its shares, the approval of Griffin Skye shareholders of the Transaction and the delisting of its shares, and the satisfaction of other customary closing conditions.

An information circular will be completed detailing the terms of the Transaction and seeking approval from shareholders of Griffin Skye.

No Insider, promoter or Control Person (as such terms are defined in the policies of the Exchange) of Griffin Skye has any interest in ANB prior to giving effect to the Transaction.

Board of Directors and Management

Upon completion of the Transaction, it is expected that the board of directors and management of Griffin Skye will include the following individuals:

  • Brent Larkan, Director and Chief Executive Officer
  • Gilbert Sharpe, Director
  • Maurice Levesque, Director and Chairman
  • Tim Moore, Chief Financial Officer

Name Change

Concurrent with the closing of the Transaction, Griffin Skye intends to change its name to "ANB Canada Inc.".

Capitalization

Griffin Skye currently has 4,882,160 Class A Shares issued and outstanding. Concurrent with the closing of the Transaction, it is expected that Griffin Skye will undertake a two for one share consolidation.

Debt Conversion

Concurrent with the closing of the Transaction, it is expected that Griffin Skye will complete a debt conversion with certain creditors to settle an aggregate amount of approximately $412,000 owing by Griffin Skye at a deemed price of $0.05 per share on a post-consolidation basis (the "Debt Conversion").

Concurrent Financing

Concurrent with the closing of the Transaction, it is expected that Griffin Skye will complete two equity private placements for aggregate proceeds of up to $9,000,000 and two bank credit facilities for aggregate proceeds of up to $11,000,000 (collectively the "Concurrent Financing").

Griffin Skye will use the proceeds of the Concurrent Financing to acquire the shares of ANB and for general working capital purposes.

ANB

ANB is a private company headquartered in Newmarket, Ontario. It was founded by Mr. Steve Stubbs in 1995. ANB offers turnkey OTC sales and distribution services to manufacturers looking to enter the Canadian Food, Drug and Mass marketplace. ANB not only markets, sells, warehouses and distributes consumer OTC brands, but also helps manufacturers in a number of other areas including navigating Canadian regulatory guidelines.

ANB has successfully helped manufacturers navigate the Canadian OTC marketplace for more than 20 years and today is a recognized participant in OTC retail distribution representing multiple brands for approximately 53 manufacturers. A small example of the many varied products ANB represents include hand sanitizer from Purell; condoms from LifeStyles; lip balms, hand and body lotions and shaving cream from EOD Products LLP; vitamins, food supplements and aromatherapy oils from Nature's Truth; nursing pads and bottles and nipples from Lansinoh; eye, ear and cough syrups from Similisan; and hair growth and hair care products from Vivivsacal.

Products are sold through an extensive list of National, Regional and Wholesale retail clients that include 7Eleven, Canadian Tire, Costco, Dollar Tree, Familiprix, Jean Coutu, Loblaws, London Drugs, McKesson, Metro, Overwaitea, PharmaSave, Safeway, Shoppers Drug Mart, Sobeys, Valumart and Walmart.

Further Information

Griffin Skye has requested a halt in the trading of its Class A Shares until the Transaction is completed.

Further information regarding the Transaction will be provided in future press releases at such time as the information becomes available.

Completion of the Transaction is subject to a number of conditions including, but not limited to, completion of the Concurrent Financing, completion of the Debt Conversion, Exchange acceptance and disinterested shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction 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 Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Griffin Skye should be considered highly speculative.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has in any way passed upon the merits of the proposed Transaction and has neither approved nor disapproved of the contents of this release.

This press release does not constitute and the subject matter hereof is not, an offer for sale or a solicitation of an offer to buy, in the United States or to any "U.S Person" (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "1933 Act")) of any equity or other securities of Griffin Skye. The securities of Griffin Skye to be issued in connection with the Concurrent Financing have not been registered under the 1933 Act and may not be offered or sold in the United States (or to a U.S. Person) absent registration under the 1933 Act or an applicable exemption from the registration requirements of the 1933 Act.

Notice on forward-looking statements:

This release includes forward-looking statements regarding Griffin Skye, ANB and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Transaction and the Concurrent Financing, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks affecting the companies, economic factors and the equity markets generally. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Griffin Skye and ANB undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Contact Information

  • For further information regarding the Transaction,
    please contact: Griffin Skye Corporation
    Jacquie Boddaert
    Chief Executive Officer
    416-479-9510
    jboddaert@gmail.com