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Maple Power Capital to acquire Intrinsic4D

2014-10-21 15:43 ET - News Release

Mr. David Mitchell reports

MAPLE POWER CAPITAL CORPORATION ANNOUNCES A LETTER OF INTENT TO COMPLETE A QUALIFYING TRANSACTION WITH INTRINSIC4D LLC

Maple Power Capital Corp. has entered into a letter of intent dated Oct. 14, 2014, with Intrinsic4D LLC to complete a business combination, whereby the corporation will acquire all of the outstanding securities of Intrinsic4D in exchange for securities of the corporation. The transaction is intended to constitute the qualifying transaction of the corporation, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange. Subject to exchange approval, upon completion of the transaction, the combined entity will continue to carry on the business of Intrinsic4D as currently constituted. The LOI is not an agreement in principle (as defined in Policy 2.4 of the Corporate Finance Manual of the exchange).

About Intirisic4D

Intrinsic4D is a private Delaware limited liability company incorporated in 2011 that owns a patented, U.S. Food and Drug Administration-approved software and service platform that takes magnetic resonance imaging (MRI) and computed tomography (CT) data, and produces a non-invasive, 360-degree, unique fly through of patient anatomy in 3-D. Intrinsic4D is monetizing its platform through an innovative and compelling service targeted at the legal and medical fields with an additional opportunity in the cardiovascular market. In the legal market, the platform creates a new paradigm for case resolution. In the medical market, it provides significant reduction in hospital costs, better understanding of images for patients and surgeons/doctors, and does not require an expert to operate. Intrinsic4D's head office is located in Bloomfield Hills, Mich.

The transaction

Subject to final structuring and execution of a definitive transaction agreement, the corporation intends to acquire all of the issued and outstanding securities of Intrinsic4D by way of a business combination for consideration equal to an amount to be determined, to be paid through the issuance of securities of the corporation. Upon execution of the LOI, the corporation advanced to Intrinsic4D a $25,000 refundable deposit as provided for under Policy 2.4 Capital Pool Companies of the exchange. Further details about the consideration to be issued by the corporation, together with certain other material terms about the transaction, will be provided in a subsequent press release.

In conjunction with and prior to the closing of the transaction, Intrinsic4D intends to complete a brokered private placement offering of subscription receipts for gross proceeds of up to $8.5-million (U.S.). The private placement will be led by Mackie Research Capital Corp. The agent shall be paid industry-standard fees and commissions in connection with the private placement. Further information in respect of the terms of the private placement will be provided in a subsequent press release.

In connection with the closing of the transaction, the corporation will seek shareholder approval for a consolidation of its share capital on a basis of four preconsolidated shares for one postconsolidated share and to change its name to Intrinsic4D Inc. Upon completion of the consolidation, the corporation's 11,379,125 common shares currently outstanding will be consolidated into approximately 2,844,781 postconsolidated common shares.

It is understood that prior to the completion of the transaction, Intrinsic4D will appoint a chief financial officer with direct Canadian capital markets experience. The CFO will be qualified by the exchange.

It is currently contemplated that upon completion of the transaction, the board of directors, at a minimum, will initially consist of five members, three of which shall be nominated by Intrinsic4D and two of which shall be nominated by the corporation. It is currently anticipated that the board of directors and management of the resulting issuer will consist of the individuals listed in the attached table.

Jorey Chernett    Michigan, United States  Chief executive officer, chairman and director
John Banta        Illinois, U.S.           Director
Sandy Kronenberg  Michigan, U.S.           Director
Mark Klopp        California, U.S.         Director
David Mitchell    Ontario, Canada          Director

Mr. Chernett is the founder and chief executive officer of Intrinsic4D. He is also the founder and managing partner of Pointillist Capital Management LLC, a privately held investment fund, which is also a member of the company. Mr. Chernett was a co-founder and from 2003 to 2007 was the president of D4D Technologies LLC, a medical device company providing 3-D imaging and CNC milling solutions to the $60-billion dental crown and bridge industry. He led the company in architecting and executing its business model, taking D4D through key strategic partnerships, culminating in a sale to strategic investors led by 3M Corp. and Henry Schein. Mr. Chernett's past employment history includes experience as a venture capitalist (IllinoisVentures, Camelot Venture Group), operator (DigitalWork Inc.) and investment banker (Donaldson Lufkin & Jenrette). Mr. Chernett earned a bachelor of science degree in finance with honours from Indiana University.

Mr. Banta serves as the executive director of BlueCross BlueShield Venture Partners LP, a $315-million corporate venture fund complex sponsored by the BlueCross BlueShield Association (BCBSA), and as the managing director of the fund's general partner. Prior to joining BCBSA, he served as the chief executive officer and managing director of IllinoisVentures, the premier seed and early-stage technology venture investment firm focused on starting and building globally competitive businesses deriving from Midwest universities and labs. He is the former president and chief operating officer of DigitalWork, a Draper Fisher Jurvetson, TL Ventures and Dell Ventures portfolio company. Prior to DigitalWork, he served as vice-president of corporate services for UBS PaineWebber (formerly Kidder Peabody) and as a director of the Investment Management Consultants Association. He has worked with a wide variety of portfolio companies, and serves or has served on the boards of directors of numerous emerging clean technology, agriculture, information technology, instrumentation and medical device businesses. He serves on the board of directors of the Illinois Venture Capital Association and the Argonne Venture Accelerator. He earned a master of business administration in finance and statistics with high honours from the University of Chicago Graduate School of Business where he has been a frequent guest lecturer, and a bachelor's degree in finance from the University of Illinois College of Commerce.

Mr. Kronenberg has consulted, planned and implemented IT solutions for hospitals, surgical centres, and pharmaceutical and medical companies throughout North America. In 1998, Mr. Kronenberg founded Netarx Inc., a network integration and services organization providing services to large enterprises, many of which were Fortune Global 500 companies. In 2011, Netarx was acquired by Logicalis Inc., a subsidiary of Datatec Ltd., and Mr. Kronenberg joined Logicalis as its chief technology officer. Mr. Kronenberg is currently a partner at Ludlow Ventures and CEO of Locqus, a field service management company. He earned a bachelor of science degree in biology from the University of Michigan, and a master of science degree in biology and psychology from Georgetown University.

Mr. Klopp is a managing director of Coronis Medical Ventures LLC, a San Francisco-based venture capital firm focused on early-stage medical device companies. He was a managing director of Eastman Ventures, Eastman Chemical Company's corporate venture capital arm. He was a board member of the National Venture Capital Association (NVCA). Mr. Klopp has a bachelor's degree from Virginia Polytechnic Institute and State University, better known as Virginia Tech, and an MBA from Roosevelt University.

Mr. Mitchell is currently the managing director of 4Front Capital Partners, a boutique corporate finance and advisory firm based in Toronto, Canada. Mr. Mitchell is also the founder of Stillbridge Ventures Inc., a corporate consulting firm to small and emerging businesses. Mr. Mitchell has had a career in the finance industry of over 28 years. Mr. Mitchell in 2011 founded and has been the CEO of the Whiteknight Acquisitions series of capital pool companies, and since 2013 has been a director of capital pool company Maple Power Capital. Mr. Mitchell is also a founder and director of a private company in the sports apparel industry.

Sponsorship of the transaction is required by the exchange unless an exemption from this requirement can be obtained in accordance with the policies of the exchange. The corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.

The transaction will be carried out by parties dealing at arm's length to one another. The corporation's common shares are currently halted from trading, and the trading of the shares is expected to remain halted pending completion of the transaction.

Completion of the transaction is subject to a number of conditions including, but not limited to, completion of the private placement, completion of the consolidation and name change, the satisfaction of the corporation and Intinsic4D in respect of the due diligence investigations to be undertaken by each party, receipt of audited financial statements of Intrinsic4D, the negotiation and execution of a definitive agreement in respect of the transaction, closing conditions customary to transactions of this nature, approvals of all regulatory bodies having jurisdiction in connection with the transaction, exchange acceptance, and, if required by the exchange policies, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approvals are obtained, and there can be no assurance that the transaction will be completed as proposed or at all. Upon completion of the transaction, the resulting issuer intends to be listed, at a minimum, as a Tier 2 technology issuer under the rules of the exchange.

The corporation is working toward finalizing a definitive transaction agreement with respect to the transaction. If and when a definitive transaction agreement is executed, the corporation will issue a subsequent press release in accordance with the policies of the exchange containing the details of the definitive transaction agreement and additional terms of the transaction, including information relating to sponsorship, summary financial information in respect of Intrinsic4D and, to the extent not contained in this press release, additional information with respect to the private placement.

We seek Safe Harbor.

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