CONCORDIA HEALTHCARE CORP. ("CXR")
formerly "Mercari Acquisition Corp." ("MV.H")
BULLETIN TYPE: Qualifying Transaction-Completed, Name Change, Consolidation, Private Placement, Graduation
BULLETIN DATE: December 23, 2013
NEX Company
TSX Venture Exchange (the "Exchange") has accepted for filing Concordia Healthcare Corp's (formerly Mercari Acquisition Corp.) (the "Company") Qualifying Transaction ("QT") described in its Filing Statement dated December 13, 2013. As a result, at the opening on December 24, 2013, the Company will no longer be considered a Capital Pool Company.
The Company, together with its wholly-owned subsidiary Mercari Subco Inc. ("Mercari Subco"), entered into a definitive agreement dated December 13, 2013, pursuant to which Mercari Subco amalgamated (the "Amalgamation") with Concordia Healthcare Inc. ("Concordia") to complete an arm's length qualifying transaction in accordance with the policies of the Exchange. The Amalgamation was structured as a three-cornered amalgamation and as a result the amalgamated corporation ("Amalco") became a wholly-owned subsidiary of the Company at the time of the completion of the Amalgamation, effective at 11:59 p.m. on December 20, 2013.
Name Change and Consolidation
Pursuant to a resolution passed by shareholders of the Company at the Special Meeting of Shareholders on December 16, 2013, the Company consolidated its capital on the basis of 1 post-consolidation common share for every 48.08 pre-consolidation common shares. The name of the Company was also changed to "Concordia Healthcare Corp.".
Private Placement - Brokered
Prior to the completion of the QT, Concordia completed a private placement offering of subscription receipts for total gross proceeds of $34,500,000 (inclusive of the exercise of the 15% option by the agents of the private placement). The subscription receipts issued under the private placement were exchanged into common shares of Concordia, which were exchanged for common shares of the Company pursuant to the Amalgamation.
Graduation
TSX Venture Exchange has been advised that the Company's common shares will be listed and commence trading on Toronto Stock Exchange at the market opening on Tuesday December 24, 2013, under the name " Concordia Healthcare Corp." with the symbol "CXR".
As a result of this Graduation, there will be no further trading under the symbol "MV.H" on NEX after Monday, December 23, 2013, and the Company's common shares will be delisted from NEX at the commencement of trading on Toronto Stock Exchange.
Please refer to Original Listing bulletin issued by the TSX dated December 23, 2013 for further information on Concordia and the Filing Statement dated December 13, 2013 (which is available on www.sedar.com) for details of the QT.
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