Reem Capital Corp. (TSXV: REEM) (“REEM”) is happy to announce particulars regarding a proposed arm’s size enterprise mixture (the “Transaction”) with Kalron Holdings Ltd. (“Kalron”), a company fashioned below the legal guidelines of Israel.
Overview of Reem
Reem is a “capital pool firm” below the insurance policies of the TSX Enterprise Alternate (the “Alternate”) and it’s meant that the Transaction will represent the “Qualifying Transaction” of Reem, as such time period is outlined in Alternate Coverage 2.4 – Capital Pool Corporations. The widespread shares of Reem (the “Reem Widespread Shares”) are presently listed on the Alternate and Reem is a reporting issuer within the provinces of British Columbia, Alberta, and Ontario. Reem was included below the Enterprise Firms Act (British Columbia) (the “BCBCA”) on March 29, 2021.
Overview of Kalron Holdings Ltd (“Kalron”) and Seegnal eHealth Ltd (“Seegnal”)
Kalron is a privately-held holding company that was established below the legal guidelines of Israel in 2017. Kalron is the only shareholder of Seegnal, an Israeli based mostly company which had operated below Teva Prescription drugs Industries Ltd. (“Teva”) till its buy by Kalron in December 2017. Seegnal gives patient-tailored software program as a service (SAAS) system for one-glance managing & mitigating drug associated issues whereas offering determination help to healthcare professionals on the level of care. Seegnal has developed, owns and is advertising an idea of addressing the necessity of detecting and fixing drug-related issues, which has been decided because the fourth main explanation for mortality in developed international locations.1 Seegnal’s SAAS based mostly software program platform is a patient-tailored, clinicians’-friendly drug-related drawback resolution. Seegnal solely integrates on the point-of-care, distinctive sufferers’-specific information like genetics, meals, outcomes of lab exams, ECG, smoking and the results of many concomitant drugs, whereas delivering accuracy, sensitivity and specificity.
Seegnal is presently promoting its SAAS-based platform within the State of Israel and within the UAE. Up to now, Seegnal has additionally signed distribution agreements with a number of main entities within the US that are nicely established key-players within the discipline, and is making ready to launch the product in US hospitals in 2022, by its US wholly-owned subsidiary – Seegnal US Inc. Seegnal was based by its CEO, Dr. Roni Shiloh, as a wholly-owned subsidiary of Teva in 2015. Dr. Shiloh, MD (with a powerful background in Psychiatry) is the writer of greater than 40 manuscripts and textbooks on polypharmacy and drug interactions. Kalron was established by Dr. Shiloh and a big Israeli household workplace, they usually collectively executed a administration buyout of Seegnal from Teva in late December 2017.
Abstract of the Proposed Transaction
Reem has entered right into a non-binding letter of intent with Kalron dated April 1, 2022 (the “LOI”) pursuant to which Reem and Kalron intend to finish the Transaction, and whereby Reem because it exists upon completion of the Transaction (the “Ensuing Issuer”) will proceed the enterprise of Kalron.
It’s presently anticipated that the Transaction will happen as a merger, amalgamation or share trade, the ultimate construction of the Transaction being topic to receipt of tax, company and securities legislation recommendation for each Reem and Kalron. The LOI is anticipated to be outmoded by a definitive settlement (the “Definitive Settlement”) to be signed between the events.
It’s anticipated that every unusual share of Kalron (“Kalron Shares”) excellent on the time of closing the Transaction (“Closing”) (together with the Kalron Shares issuable upon conversion of the Subscription Receipts (as outlined under)) shall be exchanged for an appropriately corresponding variety of Reem Widespread Shares, with regards to the Providing Value (as outlined under). Kalron is not going to obtain any extra consideration for its shares. Previous to the Closing, it’s meant that Reem shall consolidate the Reem Widespread Shares on such foundation as is critical to consequence within the deemed worth of the Reem Widespread Shares being equal to $2,000,000. It’s meant that the Reem Widespread Shares shall be issued to holders of the Kalron Shares on the premise of 1 Reem Widespread Share for each one Kalron Share. Every excellent possibility and warrant to buy Reem Widespread Shares shall be adjusted in order that the variety of shares issuable on train, and the train value thereof, are adjusted to offer impact to such consolidation.
Reem shareholder approval is just not required with respect to the Transaction below the principles of the Alternate as a result of the Transaction doesn’t represent a “Non-Arm’s Size Qualifying Transaction” pursuant to the insurance policies of the Alternate. Nevertheless, the construction of the Transaction is being finalized and, based mostly on the ultimate construction as mirrored within the Definitive Settlement,shareholder approval could also be required below relevant legislation. Buying and selling within the Reem Widespread Shares has been halted and isn’t anticipated to renew till the Transaction is accomplished or till the Alternate receives the requisite documentation to renew buying and selling.
It’s anticipated that upon completion of the Transaction, the Ensuing Issuer, to be renamed “Seegnal eHealth Ltd.”, shall be listed as a Tier 2 Expertise Issuer on the Alternate.
A extra complete information launch shall be issued by Reem sooner or later disclosing particulars of the Transaction, together with monetary data respecting Kalron, the names and backgrounds of all individuals who will represent insiders of the Ensuing Issuer, the issued and excellent securities of every of Reem and Kalron, the phrases of the trade of securities of Reem and Kalron, the relevant safety trade ratios, the small print of any conferences of the shareholders of Reem and Kalron, required to approve the Transaction and issues associated thereto (as relevant), and data respecting sponsorship, as soon as a Definitive Settlement has been executed and sure circumstances have been met, together with passable completion of due diligence.
Concurrent Financing
At the side of, or previous to the Closing, it’s anticipated that Kalron will full a brokered personal placement of subscription receipts of Kalron (“Subscription Receipts”) to boost gross proceeds of not less than $3,000,000 (the “Non-public Placement”) at a value acceptable to Kalron in its sole discretion (the “Providing Value”). Every Subscription Receipt shall be robotically exchanged instantly previous to the completion of the Transaction (with none additional motion by the holder of such Subscription Receipt and for no additional fee) for one Kalron Share upon satisfaction of sure escrow launch circumstances.
Ahead Trying Data
This press launch incorporates statements that represent “forward-looking data” (“forward-looking data”) throughout the that means of the relevant Canadian securities laws. All statements, aside from statements of historic reality, are forward-looking data and are based mostly on expectations, estimates and projections as on the date of this information launch. Any assertion that discusses predictions, expectations, beliefs, plans, projections, aims, assumptions, future occasions or efficiency (usually however not at all times utilizing phrases akin to “consider”, “estimate”, “anticipate”, “intend”, “projected” or variations of such phrases and phrases or stating that sure actions, occasions or outcomes “could”, “might”, “would”, “would possibly” or “will” be taken to happen or be achieved) should not statements of historic reality and could also be forward-looking data.
Extra notably and with out limitation, this press launch incorporates forward-looking statements regarding the Transaction (together with the phrases and timing thereof), the continued enterprise of the Ensuing Issuer, the issuance of extra information releases describing the Transaction, the identify of the Ensuing Issuer, the buying and selling of the Reem Widespread Shares on the Alternate, the itemizing of the Ensuing Issuer on the Alternate, and the holding of shareholder conferences in reference to the Transaction, launch of merchandise by Seegnal in US hospitals in 2022 and the enlargement of the Seegnal enterprise. In disclosing the forward-looking data contained on this press launch, Reem has made sure assumptions, together with that: all relevant shareholder and regulatory approvals for the Transaction shall be acquired; that the Transaction shall be accomplished on mutually acceptable phrases and inside a customary timeframe for transactions of this nature and the acceptance of the Seegnal merchandise by clients in the US. Though Reem believes that the expectations mirrored in such forward-looking data are cheap, it can provide no assurance that the expectations of any forward-looking data will show to be right. Identified and unknown dangers, uncertainties and different elements could trigger the precise outcomes and future occasions to vary materially from these expressed or implied by such forward-looking data. Such elements embrace, however should not restricted to: availability of financing; delay or failure to obtain board, shareholder or regulatory approvals; and common enterprise, financial, aggressive, political and social uncertainties. There could be no certainty that the Transaction shall be accomplished on the phrases set out within the LOI or in any respect. Accordingly, readers shouldn’t place undue reliance on the forward-looking data contained on this press launch. Besides as required by legislation, Reem disclaims any intention and assumes no obligation to replace or revise any forward-looking data to replicate precise outcomes, whether or not on account of new data, future occasions, modifications in assumptions, modifications in elements affecting such forward-looking data or in any other case.
Completion of the Transaction is topic to plenty of circumstances, together with however not restricted to, execution of a binding definitive settlement regarding the Transaction, Alternate acceptance and, if relevant pursuant to Alternate necessities, majority of the minority shareholder approval. The place relevant, the Transaction can not shut till the required shareholder approval is obtained. There could be no assurance that the Transaction shall be accomplished as proposed or in any respect.
Buyers are cautioned that, besides as disclosed within the administration data round or submitting assertion to be ready in reference to the Transaction, any data launched or acquired with respect to the Transaction might not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of a capital pool firm ought to be thought of extremely speculative.
The TSX Enterprise Alternate Inc. has under no circumstances handed upon the deserves of the proposed Transaction and has neither authorised nor disapproved the contents of this press launch.
Reem Capital Corp.
For additional data, please contact:
Arthur H. Kwan, Chief Govt Officer
Reem Capital Corp.
E mail: arthur_h_kwan@hotmail.com
Neither the TSX Enterprise Alternate nor its Regulation Providers Supplier (as that time period is outlined within the insurance policies of the TSX Enterprise Alternate) accepts duty for the adequacy or accuracy of this information launch.
Neither the TSX Enterprise Alternate, Inc. nor its Regulation Providers Supplier (as that time period is outlined within the polices of the TSX Enterprise Alternate) has in any approach handed upon the deserves of the Transaction and related transactions and neither of the foregoing entities has in any approach authorised or disapproved of the contents of this press launch.
The securities haven’t been and won’t be registered below the US Securities Act of 1933, as amended and might not be supplied or bought in the US absent registration or an relevant exemption from the registration requirement. This press launch shall not represent a proposal to promote or the solicitation of a proposal to purchase nor shall there be any sale of the securities in any jurisdiction by which such supply, solicitation or sale can be illegal.
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