AgriMarine Holdings has signed a definitive amalgamation agreement to start a new company with Dundee Agriculture Corporation (DAC) subsidiary Newco called Amalco. Both companies, AgriMarine and Newco, will no longer exist or be listed on the Canadian Stock Exchange, the parties announced in April.
An amalgamation, distinct from a merger because neither of the combining companies survives as a legal entity, requires a completely new entity to be formed to house the combined assets and liabilities of both companies.
As part of the deal, DAC and its parent company, Dundee Corporation, own, or have control or direction over, 103,709,086 common shares representing approximately 94.53% of AgriMarine's 109,707,900 common shares issued and outstanding.
Each common share of AgriMarine, owned by shareholders other than DAC and its parent company, would be converted into one redeemable preference share of Amalco and each redeemable preference share would then be redeemed by Amalco for CAN$0.03 (the "Offer Price") in cash following the amalgamation; each common share of the Company owned by DAC and its parent company would be converted into one common share of Amalco; and each common share of Newco would be converted into one common share of Amalco.
As a result, upon completion of the amalgamation and the subsequent redemption by Amalco of the outstanding redeemable preference shares, Amalco will continue to operate as a private company, wholly-owned by DAC and Dundee Corporation.