Mr. Andrew Mah reports
NORTH GROUP AND PEEKABOO BEANS INC. ANNOUNCE ENTRY INTO DEFINITIVE AGREEMENT FOR PROPOSED BUSINESS COMBINATION
North Group Finance Ltd. has entered into a definitive amalgamation agreement with Peekaboo Beans Inc. and Peekaboo Beans (Canada) Inc., a wholly owned subsidiary of North Group (Subco), dated effective May 30, 2016, to acquire all of the outstanding shares of Peekaboo Beans. Pursuant to the amalgamation agreement, Subco has agreed to amalgamate with Peekaboo Beans, with the amalgamated company becoming a wholly owned subsidiary of North Group, and all outstanding common shares of Peekaboo Beans will be exchanged for common shares of North Group on a one-for-one basis.
In connection with the transaction, North Group intends to effect a consolidation of the outstanding North Group shares on or before the closing of the transaction at a ratio of one postconsolidation North Group share for every three preconsolidation North Group shares. Presently, North Group has 2,935,175 issued and outstanding shares. Accordingly, the total number of North Group shares issued and outstanding following the consolidation is expected to be 978,392. North Group is expected to issue an aggregate of 7,188,346 North Group shares to the holders of Peekaboo shares, postconsolidation, upon closing of the transaction, assuming the completion of the maximum amount of the concurrent financing, defined below. The transaction is arm's length and shall constitute a reverse takeover of North Group under the policies of the TSX Venture Exchange. The name of the resulting issuer will be Peekaboo Beans Inc. and it will be classified as an apparel company.
Peekaboo Beans intends to complete a concurrent financing in connection with the transaction. It is intended that the concurrent financing will consist of the issuance of up to 2.4 million. Each unit will be issued at a price of $1.05 per unit, and will comprise one Peekaboo share and one warrant to purchase one Peekaboo share at a price of $1.50 per Peekaboo share for a period of two years following the date of issuance, subject to acceleration in the event that the closing sales price of the underlying common shares as quoted on any stock exchange, quotation system or market on which such shares may become listed is $1.75 or higher for any 10 consecutive trading days. All Peekaboo warrants issued in connection with the concurrent financing or otherwise outstanding shall be exchanged for warrants to purchase North Group shares on a one-for-one basis, with characteristics substantially similar to the Peekaboo warrants, upon closing of the transaction. In the event that the transaction has not been closed by a date to be determined by the parties, the proceeds from the sale of the units will be returned to the subscribers. The aggregate gross proceeds from the concurrent financing of up to $2.52-million are intended to be used to finance the production-to-payment cycle associated with direct sales, to invest in training and recruitment for Canadian expansion, and for working capital and general corporate purposes of the resulting issuer.
To date, Peekaboo Beans' independent sales representatives or stylists, and employees, have subscribed for approximately $680,000 in units pursuant to the concurrent financing, and no fees or commissions were paid.
The transaction is subject to the satisfaction or waiver of the conditions set out in the amalgamation agreement, including, among others, the approval of the exchange, and the approval of North Group shareholders and Peekaboo shareholders. A detailed description of the transaction will be included in a filing statement to be prepared in accordance with the requirements of the exchange and which will be mailed to shareholders of North Group. Certain matters relating to the transaction will be presented for approval of shareholders of North Group at a meeting to be held on June 30, 2016, as described in a management information circular of North Group, which is being mailed to shareholders on or about June 2, 2016, and which will be available on North Group's profile on SEDAR. A copy of the amalgamation agreement will be filed under North Group's profile on SEDAR. Trading in the North Group shares will remain halted pending further filings with the exchange.
North Group will be seeking a waiver of the sponsorship requirement from the exchange.
North Group was incorporated under the laws of British Columbia in 2005, and its primary business operations include investments and merchant banking.
Peekaboo Beans
Founded in 2006, by Traci Costa, Peekaboo Beans is a children's lifestyle apparel brand that creates high-quality, ethically manufactured children playwear with the mission to empower free play in children, for their healthy growth and development. Peekaboo Beans designs, contract manufacturers and sells its playwear apparel through a growing direct sales network of approximately 1,000 independent Peekaboo sales representatives or stylists across Canada, while reinventing the home-based, flexible entrepreneurship opportunity for the modern woman who does not want to sacrifice time with their families.
Peekaboo Beans' design team is unique in that it works with child development specialists, educators and therapists to review, evaluate and create new designs that take into consideration the development needs of children by creating value with versatile pieces and longevity through quality construction.
Peekaboo Beans relies on a specific suppliers to provide custom-designed fabrics, and does not own or operate manufacturing facilities, but instead works closely with its third party contract manufacturers, which adhere to a Peekaboo Beans specific vendor code of ethics regarding social and environmental sustainability practices. Peekaboo Beans follows the production of its apparel from raw fibre to finished garment and beyond to ensure its apparel does not end up in a landfill.
Peekaboo Beans is the largest direct-sales retailer of children apparel in Canada, generating annual sales of over $3.5-million (unaudited) in 2015. The direct-sales model allows for actual product demonstration and first-hand testimonial of the quality of the apparel, which serves as a powerful sales tool, which is strengthened by continuing personal contact and education between the stylists and mother. The direct-sales model allows Peekaboo Beans a low-cost growth strategy without the fixed structural costs that retail or e-commerce retailers must incur. Peekaboo Beans has paid to date approximately $2.4-million (unaudited) in income to stylists through the direct-sales model.
With a mission statement to provide the ingredients for a playful life, Peekaboo Beans' founding director, Darrell Kopke, says, "I see the same culture-driven passion in Peekaboo Beans that I saw when we started Lululemon."
Jan Gilmore, a leading direct-sales consultant who launched the Canadian direct-sales strategy for Warren Buffett-owned the Pampered Chef, says: "This is an unbelievable opportunity for Peekaboo Beans stylists to be able to own shares in the company. For the first time ever, their success with their own Peekaboo Beans business can fuel the value of their personal share holding, as the company grows."
Peekaboo Beans is a federally incorporated company under the Canada Business Corporations Act, with its head office in Vancouver, B.C. Learn more about Peekaboo Beans and its children apparel at the Peekaboo Beans website.
Board and management of the resulting issuer
On closing of the transaction, it is expected that the following directors and officers will be appointed, and will join Michael Kuiack and Andrew Mah, as directors of the resulting issuer. Christine McPhie is expected to continue to serve as chief financial officer and corporate secretary of the resulting issuer. Tom Kusumoto is expected resign as a director.
Traci Costa, director, president and chief executive officer
In 2005, Ms. Costa founded Peekaboo Beans with the purpose to design and developed a line of children playwear that supported children's developmental, physical and social requirements. Prior to starting Peekaboo Beans, Ms. Costa worked for over a decade in the financial service industry in Canada. Ms. Costa currently holds 837,455 Peekaboo shares and 43,516 Peekaboo warrants.
Darrell Kopke, director
Mr. Kopke is an initial investor in Peekaboo Beans and has been a director since 2009. Mr. Kopke is founder and CEO of institute B, a business advisory and accelerator firm focusing on for-profit social impact benefit corporations. Previously, Mr. Kopke was CEO of Kit and Ace Designs Ltd., a global designer and retailer of technical luxury apparel and accessories, and was a member of the group of founders of Lululemon Athletic, a yoga-inspired athletic apparel retailer based in Vancouver, Canada. Mr. Kopke served as general manager of Lululemon Athletic from 2001 to 2005, and as managing director for Asia-Pacific to January, 2009. Mr. Kopke graduated from Concordia University with a bachelor of commerce degree in marketing and a master in business administration from the University of British Columbia. Mr. Kopke currently holds 305,000 Peekaboo shares.
Nikki Mayer, director
Ms. Mayer has been general manager, Peekaboo Beans, since 2011, and a director since 2015. Previously, Ms. Mayer owned and operated several Lululemon Athletic franchise stores in Whistler, B.C., in Canada, and Bellevue, Wash., in United States. Ms. Mayer holds 537,210 Peekaboo shares and 235,068 Peekaboo warrants.
Glenn Johnson, director
Mr. Johnson is an initial investor in Peekaboo Beans and has been a director since 2006. Mr. Johnson is founder and director of Endurance Wind Power, a manufacturer of advanced wind turbines designed specifically for distributed wind power applications. Previously, Mr. Johnson founded Comsource Broadband Technologies Corp., a North American-based communications distribution company. Mr. Johnson was named as the winner of Ernst and Young's entrepreneur of the year program, Pacific region (2013), and recognized as one of Business in Vancouver's top 40 under 40 (2012). Endurance has been named one of Profit Magazine's top 100 fastest-growing companies (2012). Mr. Johnson owns 380,000 Peekaboo shares.
We seek Safe Harbor.
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