Mira III Acquisition Corp.

TSX VENTURE : MRQ.P


January 16, 2014 08:00 ET

Windsor Capital Advisors Announces Proposed Qualifying Transaction of Mira III Acquisition Corp. With Wind Power Holdings, Inc.

TORONTO, ONTARIO--(Marketwired - Jan. 16, 2014) - Windsor Capital Advisors and Mira III Acquisition Corp. (TSX VENTURE:MRQ.P) ("Mira") are pleased to announce that Mira has entered into a letter of intent dated January 15, 2014 with Wind Power Holdings, Inc. ("Wind Power"), a corporation existing under the laws of the State of Delaware, to complete a going-public transaction for Wind Power (the "Proposed Transaction").

It is currently anticipated that the Proposed Transaction will proceed by way of a triangular merger transaction under Delaware law, pursuant to which Wind Power will combine its corporate existence with a wholly-owned subsidiary of Mira. (For convenience, Mira, as it will exist after completion of the Proposed Transaction, is sometimes referred to herein as the "Resulting Issuer".)

Mira intends that the Proposed Transaction will constitute its "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). The Proposed Transaction will be an arm's length transaction.

Wind Power provides advanced technology for the energy sector, including designing, manufacturing and servicing wind turbines, and licensing wind turbine platforms on a global basis. Wind Power also provides engineering and development services for a variety of energy applications, including microgrids, generators and power conversion systems.

If the Proposed Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer (the "New Slate") will consist of between three (3) and nine (9) directors, all of whom will be nominated by Wind Power, and the executive officers of the Resulting Issuer will be appointed by the New Slate. It is anticipated that the current executive officers of Wind Power will become executive officers of the Resulting Issuer. The New Slate will be put forth and nominated at a meeting of Mira's shareholders to be held prior to the completion of the Proposed Transaction.

In conjunction with, and prior to the closing of the Proposed Transaction, Wind Power intends to complete a brokered private placement of subscription receipts for gross proceeds of approximately US$20 million to US$25 million (the "Private Placement"). Beacon Securities Limited has been engaged by Wind Power to act as lead agent in connection with the Private Placement. Each subscription receipt will be automatically exchanged for one common share of Wind Power immediately prior to the completion of the Proposed Transaction and upon the satisfaction of specified escrow release conditions, including the completion or waiver of all conditions precedent to the Proposed Transaction and the conditional approval for listing of the common shares of the Resulting Issuer on the TSX-V or Toronto Stock Exchange.

Pursuant to the Proposed Transaction it is intended that: (i) the outstanding common shares of Mira will be consolidated on the basis of a consolidation ratio to be determined in the context of the closing of the Private Placement (the "Consolidation"); and (ii) the holders of Wind Power common shares (including those investors in the Private Placement) will receive one common share of the Resulting Issuer in exchange for each outstanding Wind Power common share (on a post-Consolidation basis). The outstanding options of Mira will be adjusted accordingly to reflect the Consolidation. Following the completion of the Proposed Transaction, the shareholders of Wind Power (including those investors in the Private Placement) will hold a significant majority of the outstanding common shares of the Resulting Issuer.

For the purposes of the Proposed Transaction, the deemed value of each common share of Mira will be $0.115 (on a pre-Consolidation basis).

A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; completion of the Private Placement; execution of a definitive agreement in respect of the Proposed Transaction; receipt of requisite regulatory approvals; acceptance of the Proposed Transaction as Mira's Qualifying Transaction by the TSXV; receipt of all requisite approvals from the shareholders of each of Mira and Wind Power for the Proposed Transaction and/or ancillary matters relating thereto; and the completion of all other actions necessary to consummate the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.

Notice on forward-looking statements:

This press release includes forward-looking statements regarding Mira, Wind Power, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the Proposed Transaction and the Private Placement, the terms on which the Proposed Transaction and Private Placement are intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity, and are based on assumptions and subject to risks and uncertainties (including the risk factors listed below). Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the wind power industry, failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the equity markets generally and risks associated with growth and competition. Although Mira and Wind Power have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. 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 Mira and Wind Power undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Mira is a capital pool company governed by the policies of the TSXV. The principal business of Mira is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

Contact Information

  • Mira III Acquisition Corp.
    Ronald D. Schmeichel
    President and Secretary
    416-972-6294

    Wind Power Holdings, Inc.
    Elliot Mark
    Vice President and General Counsel
    802-461-2955