Asset payout of .40 per share + US$55M allocated to cash balance
Market is asleep on this screamer of a deal, in my opinion:
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PODA Announces Multiparty Sale of Intellectual Property Assets for US$100.5 Million
PODA to receive US$55,275,000 and anticipates making a distribution equal to approximately CDN$0.40 per subordinate voting share and CDN$400 per multiple voting share
VANCOUVER, BC, May 13, 2022 /PRNewswire/ -- PODA HOLDINGS, INC. ("PODA" or the "Company") (CSE: PODA) (FSE: 99L) (OTC: PODAF) is pleased to announce that, together with Ryan Selby and Ryan Karkairan (the "Owners"), it has entered into a definitive agreement dated May 13, 2022 (the "Asset Purchase Agreement") with a subsidiary of Altria Group, Inc. ("Altria") (NYSE:MO), Altria Client Services LLC ("ALCS"), pursuant to which the Company and the Owners have each agreed to sell to ALCS substantially all of the assets and properties used in the Company's business (the "Purchased Assets") of developing, manufacturing and marketing multi-substrate heated capsule technology, including, without limitation, the Owners' patents related to such technology and the Company's exclusive, perpetual license of certain of those patents pursuant to an amended and restated royalties agreement dated April 12, 2019 (the "Royalties Agreement"), for a total purchase price of US$100.5 million ("Purchase Price"), subject to certain adjustments and holdbacks (the "Transaction"). The Company carries on its business pursuant to the Royalties Agreement and the Company and the Owners have agreed to allocate US$55,275,000 of the Purchase Price to the Company (being 55% of the Purchase Price), with the balance to the Owners.
"This agreement represents a significant milestone for PODA and its employees," said Ryan Selby, PODA's Chief Executive Officer, Director and Chairman of the Company's board of directors (the "Board"). "Our teams have worked diligently on this technology since the Company's inception, and we believe these agreements maximize its value for the Company and its shareholders."
Transaction Highlights
Premium Cash Distribution: PODA expects to make a cash distribution to holders of PODA's shares (the "Shareholders") equal to approximately CDN$0.40 per subordinate voting share and CDN$400 per multiple voting share, representing a 167% premium to the closing share price of PODA as of May 12, 2022.
Unanimously Recommended by Independent Directors: the Transaction has been unanimously recommended by a special committee of the Board, comprised entirely of independent directors (the "Special Committee");
Fairness Opinion: Stifel Nicolaus Canada Inc. ("Stifel") has provided a fairness opinion in connection with the Transaction which provides that, as of the date of such opinion, and subject to the assumptions, limitations, and qualifications on which such opinion is based, the consideration to be received by the Company pursuant to the Asset Purchase Agreement is fair, from a financial point of view, to the Company;
Commercialization Capabilities: the further development and commercialization of the multi-substrate heated capsule technology by the Company is subject to a number of risks (including its ability to secure necessary funding, which could result in dilution to holders of PODA shares) with no certainty of commercialization or market success;
No Financing Condition: the Transaction is not subject to any financing conditions;
Future Opportunity to Retain Exposure: PODA expects to retain approximately CDN$1 million in cash to explore new business opportunities for the economic benefit of its Shareholders, subject to the terms of the Asset Purchase Agreement;
No Holdback: no portion of the Purchase Price allocated to the Company will be subject to holdbacks or escrow; and
Cash Consideration Ratio: given that the Owners hold legal title to the intellectual property comprising the multi-substrate heated capsule technology, the Special Committee believes that receiving more than half of the Purchase Price reflects excellent value for the Company.
...
PODA Announces Multiparty Sale of Intellectual Property Assets for US$100.5 Million
PODA to receive US$55,275,000 and anticipates making a distribution equal to approximately CDN$0.40 per subordinate voting share and CDN$400 per multiple voting share
VANCOUVER, BC, May 13, 2022 /PRNewswire/ -- PODA HOLDINGS, INC. ("PODA" or the "Company") (CSE: PODA) (FSE: 99L) (OTC: PODAF) is pleased to announce that, together with Ryan Selby and Ryan Karkairan (the "Owners"), it has entered into a definitive agreement dated May 13, 2022 (the "Asset Purchase Agreement") with a subsidiary of Altria Group, Inc. ("Altria") (NYSE:MO), Altria Client Services LLC ("ALCS"), pursuant to which the Company and the Owners have each agreed to sell to ALCS substantially all of the assets and properties used in the Company's business (the "Purchased Assets") of developing, manufacturing and marketing multi-substrate heated capsule technology, including, without limitation, the Owners' patents related to such technology and the Company's exclusive, perpetual license of certain of those patents pursuant to an amended and restated royalties agreement dated April 12, 2019 (the "Royalties Agreement"), for a total purchase price of US$100.5 million ("Purchase Price"), subject to certain adjustments and holdbacks (the "Transaction"). The Company carries on its business pursuant to the Royalties Agreement and the Company and the Owners have agreed to allocate US$55,275,000 of the Purchase Price to the Company (being 55% of the Purchase Price), with the balance to the Owners.
"This agreement represents a significant milestone for PODA and its employees," said Ryan Selby, PODA's Chief Executive Officer, Director and Chairman of the Company's board of directors (the "Board"). "Our teams have worked diligently on this technology since the Company's inception, and we believe these agreements maximize its value for the Company and its shareholders."
Transaction Highlights
Premium Cash Distribution: PODA expects to make a cash distribution to holders of PODA's shares (the "Shareholders") equal to approximately CDN$0.40 per subordinate voting share and CDN$400 per multiple voting share, representing a 167% premium to the closing share price of PODA as of May 12, 2022.
Unanimously Recommended by Independent Directors: the Transaction has been unanimously recommended by a special committee of the Board, comprised entirely of independent directors (the "Special Committee");
Fairness Opinion: Stifel Nicolaus Canada Inc. ("Stifel") has provided a fairness opinion in connection with the Transaction which provides that, as of the date of such opinion, and subject to the assumptions, limitations, and qualifications on which such opinion is based, the consideration to be received by the Company pursuant to the Asset Purchase Agreement is fair, from a financial point of view, to the Company;
Commercialization Capabilities: the further development and commercialization of the multi-substrate heated capsule technology by the Company is subject to a number of risks (including its ability to secure necessary funding, which could result in dilution to holders of PODA shares) with no certainty of commercialization or market success;
No Financing Condition: the Transaction is not subject to any financing conditions;
Future Opportunity to Retain Exposure: PODA expects to retain approximately CDN$1 million in cash to explore new business opportunities for the economic benefit of its Shareholders, subject to the terms of the Asset Purchase Agreement;
No Holdback: no portion of the Purchase Price allocated to the Company will be subject to holdbacks or escrow; and
Cash Consideration Ratio: given that the Owners hold legal title to the intellectual property comprising the multi-substrate heated capsule technology, the Special Committee believes that receiving more than half of the Purchase Price reflects excellent value for the Company.
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