OVO.P Will Combine with The Ledger Group to Build a Balanced Portfolio of Blockchain Technology Investments and Cryptocurrencies
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Trading Symbol: TSX-V: OVO.P
TORONTO, Nov. 20, 2017 /CNW/ - OV2 Investment 1 Inc. (the "Company" or "OVO") (TSXV: OVO.P), a Capital Pool Company, is pleased to announce that it has entered into a non-binding letter of intent dated November 20, 2017 (the "Letter of Intent") with The Ledger Group Inc. ("The Ledger Group") to combine business operations. The proposed combination will result in a reverse takeover of the Company by The Ledger Group and its shareholders. The Company will change its name to The Ledger Group Inc. as a result of this transaction.
OVO is a Capital Pool Company ("CPC") and intends the Transaction to constitute its Qualifying Transaction under the policies of the TSX Venture Exchange (the "Exchange"). The Transaction will not be an arm's length transaction as The Ledger Group Inc. is controlled by the founders of OVO. As such, a majority of the arms-length shareholders of the Company will be required to vote in favor of the Transaction.
The Transaction
Under the Letter of Intent, The Ledger Group and the Company will enter into a business combination by way of a share exchange, merger, amalgamation, arrangement or other similar form of transaction (the "Transaction"). The final structure of the Transaction is subject to receipt of tax, corporate and securities law advice for both The Ledger Group and the Company. The Ledger Group, as resulting issuer from the Transaction, will be an investment issuer within the meaning of the policies of the Exchange.
Under the Transaction, the holders of the issued and outstanding common shares of The Ledger Group (the "The Ledger Group Common Shares") will receive, for each of The Ledger Group Common Share held, securities of the issuer resulting from the Transaction determined by dividing the price for The Ledger Group Common Share immediately prior to the effective date of the Transaction by the deemed price per common share of OVO, which will be equal to $0.40 (the "Exchange Ratio").
OVO's shares have been halted from trading as a result of the announcement of the Transaction. OVO expects that trading in its common shares will remain halted pending closing of the Qualifying Transaction. The common shares of OVO may trade sooner, only upon Exchange approval and the filing of required materials with the Exchange as contemplated by Exchange policy. Sponsorship of a Qualifying Transaction of a CPC is also required by the Exchange unless exempt in accordance with Exchange policies or waived by the Exchange. The Transaction may require sponsorship and while OVO intends to request that this requirement be waived, it plans to provide a news release update should a sponsor be retained.
Completion of the Transaction is subject to a number of other conditions including, but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained and all other conditions of the Transaction have been satisfied or waived. There can be no assurance that the Transaction will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a CPC should be considered highly speculative.
Private Placement Financings For The Ledger Group
The Ledger Group intends to close an initial private placement of up to $2,000,000 Ledger Group Common Shares, followed by a second financing set to close contemporaneous with the closing of the Qualifying Transaction, the price, size and terms of which will be priced in accordance with the market at the time (the "Private Placements"). The Ledger Group Common Shares issued under the Private Placements will automatically convert into common shares of OVO in connection with the closing of the Transaction, subject to adjustment in accordance with the Exchange Ratio.
About The Ledger Group Inc.
The Ledger Group Inc. was incorporated under the laws of Canada in November, 2017 by the founders and promoters of OVO. It currently has nominal assets. The Ledger Group proposes to engage in the business of building and managing a balanced portfolio of blockchain enabled companies, tokens and cryptocurrencies. The Ledger Group will (i) invest in early stage and emerging blockchain issuers; (ii) invest in blockchain companies in support of a blockchain ecosystem; and (iii) hold a portfolio of cash, cryptocurrencies and tokens. The Ledger Group intends to actively pursue investments in these areas and expects to complete one or more initial investments prior to the completion of the Transaction.
The Management team of The Ledger Group includes Adam Adamou, a venture capitalist, investment banker and M&A specialist who will act as Chief Executive Officer of The Ledger Group Inc., and Babak Pedram, a business development specialist will head the business development efforts as Chief Operating Officer. The Board of Directors is Chaired by Sheldon Pollack, technology entrepreneur and technology investor and includes Eric Apps who will also serve as General Counsel to the Corporation. These individuals are the sole shareholders of The Ledger Group and were also involved in the formation and listing of the Company and serve on its board of directors. Adam Adamou, the CEO of The Ledger Group, also serves as the CFO of OVO.
The Exchange has not passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
A comprehensive press release will be issued by OVO when a definitive agreement is finalized with The Ledger Group Inc. (www.theledger.group).
CAUTIONARY STATEMENT:
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Company assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Company. Additional information identifying risks and uncertainties is contained in the Company's filings with the Canadian securities regulators, which filings are available at www.sedar.com.
SOURCE OV2 Investment 1 Inc.
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