Item 1.01 Conclusion of a definitive agreement
The Arrangement Agreement sets out the terms under which the Purchaser has agreed to acquire the remaining 80.5% of the outstanding common shares of Corvus (the âCorvus Sharesâ) which are not already held by AGA and all of its subsidiaries (collectively, the “
The terms of the Arrangement Agreement also provide that, in connection with the Transaction, each option to purchase a Corvus Share (a âCorvus Optionâ) that is outstanding immediately prior to the vesting time. of effect (the âEffective Timeâ) of the Arrangement (as defined below), notwithstanding the conditions of such Corvus Option, which is vested or not vested, will be deemed to be unconditionally vested and exercisable, and will be immediately forfeited in exchange for a cash payment from Corvus equal to the amount by which the consideration exceeds the exercise price of each of such Corvus options, subject to withholding taxes, if any.
The terms of the arrangement agreement further provide that the transaction will be implemented by means of a plan of arrangement provided for in the Business Corporations Act (
The Transaction will be subject to the approval of: (a) 66 2/3% of the votes cast by (i) the Corvus Shareholders, including the votes attached to the Corvus Shares held by the
The shares of Corvus beneficially owned by the
The Arrangement Agreement and Arrangement have been approved by the Board of Directors of each of Corvus (the âCorvus Boardâ) (acting on the unanimous recommendation of a special committee of the Corvus Board, composed entirely of independent and disinterested directors, authorized to, among other things, negotiate, evaluate and approve or disapprove potential transactions with Corvus) and the Buyer and the Guarantor.
Completion of the Transaction is also subject to other customary closing conditions, including mutual conditions regarding (i) obtaining a provisional and final order from the Court, (ii) the absence of any promulgated law by a government entity that prohibits or makes the consumption of the Transaction illegal, and (iii) the receipt by the
The completion of the Transaction is subject to certain conditions in favor of the Buyer, including (i) subject to certain exceptions, the accuracy of Corvus’ representations and warranties, (ii) the completion or compliance by Corvus, in all material respects, its commitments under the Arrangement Agreement, (iii) the dissent rights of Corvus shareholders under
Completion of the Transaction is subject to certain conditions in favor of Corvus, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the Buyer and the Guarantor, (ii) performance or compliance by the Buyer and the Guarantor, in all material matters, with their commitments under the Arrangement Agreement, (iii) the remittance of sufficient funds to the Custodian to pay the aggregate consideration to the shareholders of Corvus, and (iv) the providing Corvus with the financing loan to settle payments required under the Arrangement to Corvus option holders.
The Operation is not subject to a financing condition.
The Arrangement Agreement contains customary representations and warranties of Corvus, the Purchaser and the Guarantor. Corvus has also accepted customary covenants relating to the operation of Corvus and its subsidiaries prior to the Effective Time, including covenants not, during the term of the Arrangement, to solicit other transactions or, subject to certain exceptions, initiate discussions regarding, or provide confidential information in connection with an alternative transaction, subject to customary âfiduciary exitâ rights. Corvus has also granted the buyer the right to match any superior proposition.
The Arrangement Agreement contains certain mutual termination rights customary for Corvus and the Purchaser, including a termination right (i) if the necessary approvals are not obtained at the special meeting, (ii) any law is enacted which prohibits or makes the consumption of the Transaction illegal, or (iii) if the Arrangement is not completed by
The Arrangement Agreement contains customary termination rights for Corvus, including a right of termination (i) for breach of any representations and warranties or breach of any obligation on the part of the Buyer, subject to certain conditions, ( ii) if prior to obtaining the approval of the securityholders of Corvus, Corvus accepts a superior proposal, or (iii) if the approval of the SARB has not been obtained by the external date.
The Arrangement Agreement contains customary termination rights for the Buyer, including a right to terminate (i) for breach of any representation and warranty or breach of any obligation on the part of Corvus, subject to certain conditions, ( ii) if before obtaining the approval of the holders of securities of Corvus, the board of Corvus or a committee of the board of Corvus does not unanimously recommend or withdraw, amend, modify or qualify, in a manner unfavorable to the purchaser, its recommendation that the holders of Corvus securities vote in favor of the Arrangement at the Special Meeting, or Corvus breaches its non-solicitation covenant in a material respect, or (iii) if a material adverse effect s ‘is produced.
Corvus will pay a termination fee of
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
Article 9.01. Financial statements and supporting documents
(d) Exhibits Exhibit Description 2.1 Arrangement Agreement dated
September 13, 2021, by and among Corvus, 1323606 B.C. Unlimited Liability Companyand AngloGold Ashanti Holdingsplc* 4.1 Form of Voting Support Agreement
104 Interactive cover page data file (integrated into the online XBRL document)
* Some annexes have been omitted in accordance with Article 601 (b) (2) of Regulation SK, but a copy will be provided in addition to the
Â© Edgar online, source