Nabis Holdings Inc has announced that Caravel CAD Fund Ltd and the company have entered into binding minutes of settlement contemplating a full and final mutual release and that all legal proceedings previously commenced by the parties will be dismissed.
Nabis made the announcement as it announced that it has received an agreement proposal from over 75% of the holders of its 5.3% Senior Unsecured Notes due 2023 issued for the Senior Unsecured Notes Indenture made among the company, Odyssey Trust Company and certain guarantors dated January 26, 2021, and amended on April 1, 2021.
The proposal would agree on a series of transactions that would have the effect of acquiring all of the outstanding Senior Unsecured Notes for representing $64 per $100 principal amount of the debentures outstanding, on an “interest flat” basis following the sale of all of Nabis’ Subordinate Voting Shares of Verano Holdings Corp (CSE:VRNO, OTCQX:VRNOF). to Caravel CAD Fund for a consideration of $14,103,680.40 and under a plan of arrangement filed by the company in proceedings commenced under the British Columbia Business Corporations Act.
READ: Nabis Holdings unveils changes to its capital structure which will see it sell its holding of Verano Holdings voting shares for $17.49M
As previously announced, Nabis shareholders approved the transaction, among other things, on September 28, 2021, at its annual and special meeting. The company has received funds in escrow for the sale of shares in anticipation of the closing of the transaction.
The transaction, if completed, will substantially de-risk the company by discharging its remaining indebtedness and eliminating the company’s exposure to the market price of the Class A Subordinate Voting Shares of Verano Holdings on favourable terms.
The Nabis board of directors has considered the transaction and has determined that it is consistent with the company’s strategy of discharging its remaining liabilities and positioning it in a manner that will allow it to pursue the creation of tangible value for its shareholders.
Accordingly, the board has unanimously resolved to pursue the transaction given that the shareholders have already approved the transaction and holders representing more than 75% of the notes have entered into binding, irrevocable commitments to support the transaction.
The record date of August 24, 2021, for the determination of Noteholders who are eligible to receive notice of and vote at a Special Meeting of Noteholders to be convened for the consideration of the transaction remains unchanged.
In terms of an order issued by the Supreme Court of British Columbia on September 14, 2021, and amended on September 27, 2021, the Noteholders’ meeting previously scheduled for September 27, 2021, was duly adjourned by the company and that the final order may be moved to such other date as the company may determine or the Court may direct and that the date to file a response be changed to 4.00pm PST on the date of the Noteholders’ Meeting.
The transaction will be subject to certain conditions, including Noteholder approval, the approval of the British Columbia Superior Court and other conditions customary for a transaction of this nature.
Contact the author at jon.hopkins@proactiveinvestors.com