/NOT FOR DISTRIBUTION TO U.S. NEWSWIRES OR DISSEMINATION IN THE UNITED STATES/
VANCOUVER, BC, Jan. 14, 2021 /CNW/ - BGP Acquisition Corp. ("BGP") has filed a preliminary prospectus dated January 14, 2021 (the "Preliminary Prospectus") with the securities regulatory authorities in each of the provinces of Canada, except Québec , in respect of its proposed initial public offering (the "Offering") of U.S.$100,000,000 of class A restricted voting units ("Class A Restricted Voting Units") at an offering price of U.S.$10.00 per Class A Restricted Voting Unit. 100% of the proceeds from the distribution of the Class A Restricted Voting Units will be deposited into an escrow account and will only be released upon certain prescribed conditions.
The Offering is being distributed by Echelon Wealth Partners Inc., acting as underwriter (the "Underwriter"). Imperial Capital, LLC ("Imperial") will act as U.S. placement agent in connection with the Offering and will enter into a U.S. placement agency agreement with the Underwriter. Imperial is registered as a broker dealer in the United States, and is not registered to sell securities in any Canadian jurisdiction. Accordingly, Imperial will only sell Class A Restricted Voting Units in the United States pursuant to exemptions from the registration requirements in the United States and any other jurisdictions where such sales are permissible.
BGP is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, share exchange, asset acquisition, share purchase, reorganization, or any other similar business combination within a specified period of time (a "Qualifying Transaction"). BGP intends to identify, evaluate, and execute an attractive Qualifying Transaction by leveraging its network to find one or more suitable target businesses wherever possible. BGP intends to focus its search for target businesses that are involved in cannabis and/or related sectors; however, it is not limited to a particular industry or geographic region for purposes of completing its Qualifying Transaction. The acquisition target is expected to be an operating business with an enterprise value greater than U.S.$250 million; however, this may change based on the size of the Offering.
The BGP management team and board of directors include:
Ruth Epstein – Chief Executive Officer and Chair of the Board
Don Jennings – President, Chief Financial Officer, Corporate Secretary and Director
Brian Kabot – Director
Lisa Sergi Trager – Director
Erik Ott – Director
Scott Riley – Director
Each Class A Restricted Voting Unit is comprised of a class A restricted voting share of BGP ("Class A Restricted Voting Share") and one-half of a share purchase warrant of BGP (each whole warrant being referred to as a "Warrant"). On or following completion of the Qualifying Transaction, each Class A Restricted Voting Share, unless already redeemed, will be automatically converted into a subordinate voting share ("Subordinate Voting Share") and each class B share of BGP ("Class B Share") will be automatically converted on a 100-for-1 basis into new proportionate voting shares of BGP. Each whole Warrant will entitle the holder to purchase one Class A Restricted Voting Share (and upon closing of a Qualifying Transaction, each Warrant would represent the entitlement to purchase one Subordinate Voting Share) for a purchase price of U.S.$11.50, commencing 65 days after the completion of the Qualifying Transaction and will expire on the day that is five years after the closing date of the Qualifying Transaction or earlier under certain prescribed conditions. The Class A Restricted Voting Units are intended to begin trading promptly after closing of the Offering ("Closing"). The Class A Restricted Voting Shares and Warrants comprising the Class A Restricted Voting Units will initially trade as a unit but it is anticipated that the Class A Restricted Voting Shares and Warrants will begin trading separately approximately 40 days following the Closing (or, if such date is not a trading day, the next trading day, or such earlier day as determined by BGP's board of directors, with the consent of the Underwriter (as defined below) and the Neo Exchange Inc.). However, no fractional Warrants will be issued and only whole Warrants will trade. The Class B Shares will not be listed at the Closing and it is anticipated that they will not be listed prior to the Qualifying Transaction, as described in the Preliminary Prospectus.
BGP has granted the Underwriter a non-transferable over-allotment option (the "Over-Allotment Option") to purchase up to an additional 1,500,000 Class A Restricted Voting Units on the same terms and conditions, exercisable in whole or in part, by the Underwriter up to 30 days following closing of the Offering.
Prior to the Qualifying Transaction, the Class A Restricted Voting Shares may only be redeemed upon the occurrence of certain events. Class A Restricted Voting Shares will be redeemable for a pro-rata portion of the amount then held in the escrow account, net of taxes payable and other prescribed amounts.
The sponsor of BGP is BGP Acquisition Sponsor LLC (the "Sponsor"). The Sponsor is owned by certain officers and directors of BGP. The Sponsor intends to purchase 350,000 class B units of BGP ("Class B Units") at an offering price of U.S.$10.00 per Class B Unit (for an aggregate purchase price of U.S.$3,500,000), concurrently with the closing of the Offering. The Sponsor intends to purchase up to an additional 30,000 Class B Units, depending on whether the Over-Allotment Option is exercised in whole or in part. Each Class B Unit will consist of one Class B Share and one-half of a Warrant.
McMillan LLP is acting as legal counsel to BGP. Ellenoff Grossman & Schole LLP is acting as legal counsel to the Sponsor. Goodmans LLP is acting as legal counsel to the Underwriter.
A preliminary prospectus containing important information relating to these securities has been filed with securities commissions or similar authorities in each of the provinces of Canada other than Québec. The preliminary prospectus is still subject to completion or amendment. Copies of the preliminary prospectus may be obtained from the underwriter listed above. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued.
The Preliminary Prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or acceptance of an offer to buy these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. This press release is not an offer of securities for sale in the United States, and the securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities have not been and will not be registered under the United States Securities Act of 1933. Copies of the Preliminary Prospectus will be available on SEDAR at www.sedar.com.
Completion of the Offering is subject to the receipt of customary approvals, including regulatory approvals.
About BGP Acquisition Corp.
BGP Acquisition Corp. is a special purpose acquisition corporation incorporated under the laws of the Province of British Columbia for the purpose of effecting, directly or indirectly, a Qualifying Transaction within a specified period of time.
This press release may contain forward-looking information within the meaning of applicable securities legislation, which reflects the Sponsor's and BGP's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Sponsor's or BGP's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the Preliminary Prospectus of BGP dated January 14, 2021. Neither the Sponsor nor BGP undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.
SOURCE BGP Acquisition Corp.
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