AMSTERDAM, Sept. 17, 2015 /CNW/ – Geofinance N.V. (“Geofinance”) has entered into an arrangement agreement (the “Arrangement Agreement”) with Candax Energy Inc. (“Candax”) pursuant to which Candax will be taken private by Geofinance pursuant to a statutory plan of arrangement (the “Arrangement”).
Geofinance has ownership and control of 862,304,271 common shares (“Common Shares”) of Candax representing approximately 80.75% of the issued and outstanding Common Shares and will acquire under the Arrangement all of the Common Shares that it does not already own. Assuming completion of the Arrangement, Candax will become a wholly-owned subsidiary of Geofinance.
Pursuant to the Arrangement Agreement, Geofinance will pay Cdn.$0.002 per Common Shares in cash to holders of all of the issued and outstanding Common Shares that are not owned by Geofinance. The total cash consideration for these Common Shares will be approximately Cdn.$411,250.
The Arrangement Agreement contains customary representations, covenants and conditions of closing. The closing of the Arrangement is subject to the receipt of all required approvals, including the approval of the minority shareholders of Candax and court approval. In connection with the Arrangement, Geofinance has agreed to a further extension of the waiver of payment default by Candax on US$3.5 million owed to Geofinance pursuant to a credit facility until the outside date under the Arrangement Agreement, being January 29, 2016, unless otherwise agreed to by the parties, subject to the terms and conditions of the waiver. The standstill period will immediately end upon, among other things, a breach by Candax of any of its obligations in respect of the Arrangement or the termination of the Arrangement Agreement. Geofinance may terminate the Arrangement Agreement upon termination of the standstill period.
Geofinance has entered into support agreements with holders of Common Shares who represent approximately 7.76% of all the issued and outstanding Common Shares (or approximately 40.28% of all the issued and outstanding Common Shares not owned by Geofinance) pursuant to which such shareholders have agreed to vote all of their Common Shares in favour of the Arrangement, subject to the terms and conditions of their respective agreements.
