Nothing has changed in the amendment. It is a tec
Post# of 30065
(Total Views: 491)
Posted On: 11/05/2018 11:47:23 AM
Nothing has changed in the amendment. It is a technicality that the "merger" closes when the IPO occurs. That was the case before, it is just clarified in the amendment.
Old language:
with which the Company agreed to merge its Elto Pharma subsidiary into that is preparing to conduct an initial public offering on the Hong Kong Stock Exchange (the “Merger”);
New langauge:
with which the Company agreed to merge its Elto Pharma subsidiary into. That company is preparing to conduct an IPO on the Hong Kong Stock Exchange or NYSE (the “Merger”);
In other words the IPO is the merger- the merger occurs as part of the IPO process. They still sign the merger by Dec 15th, but it isn't technically complete until the IPO. The $6 million comes from the IPO and is a requirement for PGI, so even if the merger was "closed" prior to the IPO, PGI could still have revoked the license. This is why everything closes at the same time. What if they did the merger and the company never did the IPO? Then PGI would be screwed as would we. So it is at least in part to protect PGi and Amarantus. And it may also be part of the mechanics of the merger- part of the merger is for us to probably receive some cash and/or stock which can only be created from the IPO, so we cant technically compete the merger until the IPO occurs (and we wouldn't want to.)
We have already "agreed" to the merger- if not PGI wouldn't have agreed to issue the dismissal. I am guessing it is a binding LOI which spells out the terms and the only reason it isn't finished is because they are still finalizing the IPO and once the they have filed for the IPO, they will finalize the merger agreement to sign.
Old language:
with which the Company agreed to merge its Elto Pharma subsidiary into that is preparing to conduct an initial public offering on the Hong Kong Stock Exchange (the “Merger”);
New langauge:
with which the Company agreed to merge its Elto Pharma subsidiary into. That company is preparing to conduct an IPO on the Hong Kong Stock Exchange or NYSE (the “Merger”);
In other words the IPO is the merger- the merger occurs as part of the IPO process. They still sign the merger by Dec 15th, but it isn't technically complete until the IPO. The $6 million comes from the IPO and is a requirement for PGI, so even if the merger was "closed" prior to the IPO, PGI could still have revoked the license. This is why everything closes at the same time. What if they did the merger and the company never did the IPO? Then PGI would be screwed as would we. So it is at least in part to protect PGi and Amarantus. And it may also be part of the mechanics of the merger- part of the merger is for us to probably receive some cash and/or stock which can only be created from the IPO, so we cant technically compete the merger until the IPO occurs (and we wouldn't want to.)
We have already "agreed" to the merger- if not PGI wouldn't have agreed to issue the dismissal. I am guessing it is a binding LOI which spells out the terms and the only reason it isn't finished is because they are still finalizing the IPO and once the they have filed for the IPO, they will finalize the merger agreement to sign.
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