ORONTO and CALGARY, Alberta, Nov. 09, 2018 (GLOBE NEWSWIRE) —
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Merrco Payments Inc. (“Merrco“) and HAW Capital Corp. (“HAW“) (TSXV- HAW.P) are pleased to announce that they have mailed to their respective shareholders a joint management information circular (the “Circular“) and related meeting materials in connection with, among other things, the previously announced amalgamation involving a wholly-owned subsidiary of HAW and Merrco that will have the effect of HAW acquiring all of the issued and outstanding common shares of Merrco (the “Transaction“). Upon the completion of the Transaction, the amalgamated corporation will be a wholly-owned subsidiary of HAW. The special meeting of the shareholders of Merrco and the annual and special meeting of the shareholders of HAW will each be held on November 30, 2018 for the shareholder approvals being sought by each of them in connection with Transaction (in the case of Merrco, approval of the amalgamation and in the case of HAW, approval of the share consolidation, the name change, and certain other matters, including certain annual meeting matters).
The Transaction is an arm’s length transaction and, when completed, will be the “Qualifying Transaction” for HAW for the purposes of the policies of the TSX Venture Exchange (the “TSXV“). HAW has applied to the TSXV to obtain conditional approval for the Transaction. Such approval is a condition precedent to completing the Transaction. Subject to receipt of all approvals and satisfaction of all conditions, including receipt of TSXV conditional approval and shareholder approvals and satisfaction of the conditions of the TSXV, the Transaction is currently expected to close on or about November 30, 2018.
For further information, please refer to the Circular and to the press releases of Merrco and HAW dated October 22, 2018 and October 25, 2018, each available on SEDAR at www.sedar.com under HAW’s profile.
Trading in the common shares of HAW on the TSXV is halted and is expected to remain so until completion of the Transaction.
For further information, please contact:
HAW Capital Corp.
David Hyman, CFO
Merrco Payments Inc.
Fern Glowinsky, President & CEO
Certain information set forth in this press release contains forward-looking statements or information (“forward-looking statements“), including details about the Transaction, the approval and satisfaction of the conditions of the TSXV in respect of the Transaction, the timelines for completion of the Transaction, the satisfaction of conditions to closing of the Transaction and other related matters. By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond the control of Merrco and HAW, which include, but are not limited to, the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, environmental risks, operational risks, competition from other industry participants, stock market volatility, the risks that the parties will not proceed with the Transaction as currently proposed or at all or that the conditions to the completion of the Transaction (including receipt of TSXV, shareholder, TSXV and other approvals or consents) are not satisfied in the manner or on the timelines anticipated or at all, that the ultimate terms of the Transaction will differ from those currently contemplated, the anticipated benefits from the Transaction not being realized, the availability of financing and the ability to access sufficient capital from internal and external sources.
The forward-looking statements are based on certain key expectations and assumptions made by Merrco and HAW, including expectations and assumptions concerning Merrco, HAW, the Transaction, the Financing (as defined in the Circular), the timely receipt of TSXV and all other required approvals, including shareholder approvals, and the timing and ability of Merrco and HAW to satisfy the conditions to the completion of the Transaction and the Financing. Although Merrco and HAW believe that the expectations in its forward-looking statements are reasonable, its forward-looking statements have been based on factors and assumptions concerning future events which may prove to be inaccurate. Those factors and assumptions are based upon currently available information. Such statements are subject to known and unknown risks, uncertainties and other factors that could influence actual results or events and cause actual results or events to differ materially from those stated, anticipated or implied in the forward-looking statements. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, as no assurance can be provided as to future results, levels of activity or achievements. Risks, uncertainties, material assumptions and other factors that could affect actual results include that the assumptions regarding the forward-looking statements are not accurate and other risks, uncertainties and material assumptions are discussed in further detail in the Circular and HAW’s public disclosure documents available at www.sedar.com. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, Merrco and HAW do not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and shareholder approval. The Transaction cannot close until TSXV and 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 or filing statement 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 on. Trading in the securities of HAW Capital Corp. should be considered highly speculative.
All information contained in this press release with respect to HAW and Merrco was supplied by HAW and Merrco, respectively, for inclusion herein.
This press release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.
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 the contents of the press release, nor accepts responsibility for the adequacy or accuracy of this press release.