TORONTO, ONTARIO--(Marketwired - April 15, 2013) - WB II Acquisition Corp. ("WB II"; TSX Venture Exchange: WXB.P) is pleased to announce that it has entered into a letter of intent dated April 12, 2013 with Input Capital Corp. ("Input") to complete a going public transaction for Input (the "Proposed Transaction") by way of a reverse takeover of WB II, a capital pool company listed on the TSX Venture Exchange (the "Exchange"). It is currently anticipated that the Proposed Transaction will be structured as a "three-cornered amalgamation", pursuant to which the businesses of WB II and Input would combine to form an entity (the "Resulting Issuer") to be named "Input Capital Corp.". The Resulting Issuer will continue to carry out the business of Input as currently constituted. The final structure of the Proposed Transaction is subject to receipt of tax, corporate, and securities law advice for both WB II and Input.
Input is the world's first agriculture streaming company. Using its innovative, proprietary agriculture streaming process, Input makes an upfront payment to the owner/operators of grain and oilseed farms in Western Canada in exchange for the purchase of a portion of their future production at a fixed price per tonne for the life of the streaming contract. This long-term working capital enables farmers to unlock the yield potential of their crops by optimizing their inputs and precision farming practices. Input currently has a focus on canola in Western Canada.
In conjunction with, or prior to the closing of, the Proposed Transaction, Input intends to complete a brokered private placement led by GMP Securities L.P (the "Private Placement") of common shares or subscription receipts for gross proceeds of up to $100 million. It is contemplated that the securities issued pursuant to the Private Placement will ultimately be convertible or exchangeable into freely tradeable common shares of the Resulting Issuer (the "Resulting Issuer Shares").
Immediately prior to the completion of the Proposed Transaction, it is anticipated that WB II will consolidate its common shares. It is intended that Resulting Issuer Shares will be issued to holders of Input common shares under the Proposed Transaction on the basis of one (1) post-consolidation Resulting Issuer Share for every one (1) common share of Input, provided that the exchange ratio may change in order to give effect to the deemed value of $0.095 per common share of WB II prior to the consolidation. Additionally, and subject to regulatory approval, any outstanding options or warrants of Input will be exchanged for comparable securities of the Resulting Issuer having the same economic terms (as adjusted).
If the Proposed Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer will consist of no fewer than three and no more than seven directors, all of whom will be nominated by Input. In addition, if the Proposed Transaction is completed, it is anticipated that new auditors of the Resulting Issuer will be appointed. If completed, the Proposed Transaction will constitute WB II's Qualifying Transaction (as defined in Policy 2.4 of the TSX Venture Exchange Corporate Finance Manual). A comprehensive press release with further particulars relating to the Proposed Transaction will follow in accordance with the policies of the Exchange. WB II's common shares are currently halted from trading, and the trading of WB II's common shares is expected to remain halted pending completion of the Proposed Transaction.
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, regulatory approvals, Exchange acceptance, shareholders of Input and WB II approving, among other things, the Proposed Transaction and, if applicable pursuant to Exchange requirements, the filing of a sponsorship report and majority of the minority shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. 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.
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, AS AMENDED (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.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.
Notice on forward-looking statements:
This release includes forward-looking statements regarding WB II, Input, and their respective businesses. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release, including completion of the Proposed Transaction and the Private Placement, may not occur and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the agricultural commodity streaming industry, economic factors and the equity markets generally. 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 WB II and Input undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise
WB II is a capital pool company governed by the policies of the Exchange. WB II's principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.