Nanotech Security Corp. (TSXV: NTS) (OTCQX: NTSFF)
(“
Nanotech” or the “
Company”), a
leader in the development of secure and visually memorable
nano-optic security features used in the government and banknote
and brand protection markets, announces it has filed and mailed its
management information circular (the "
Information
Circular") and related meeting and proxy materials
(collectively, the "
Meeting Materials") for the
special meeting of the securityholders of the Company (the
"
Securityholders") to be held virtually on
Tuesday, September 28, 2021 at 11:00 a.m. (Vancouver time ) (the
"
Meeting").
The purpose of the Meeting is to consider and,
if thought advisable, to pass a special resolution, with or without
variation (the "Arrangement Resolution"),
approving the previously announced transaction pursuant to which
Meta Materials Inc. ("META") will indirectly
acquire all of the issued and outstanding common shares of the
Company (the "Common Shares") by way of a
court-approved plan of arrangement under the Business Corporations
Act (British Columbia) (the "Arrangement"). The
Information Circular contains a detailed description of the
Arrangement and other information relating to the Company and
META.
On August 25, 2021, the Company obtained an
interim order of the Supreme Court of British Columbia (the
“Court”), which, among other things, authorizes
the calling and holding of the Meeting, stipulates the dissent
rights granted to the shareholders of the Company (the
“Shareholders”), and specifies certain other
matters relating to the conduct of the Meeting. The granting of the
interim order is a condition precedent to the completion of the
Arrangement in addition to a final order of the Court concluding as
to the substantive and procedural fairness and reasonableness of
the Arrangement at a hearing to be held following the Meeting, in
the event the Securityholders approve the Arrangement. In
accordance with the interim order, the Meeting Materials have been
mailed to the Securityholders and are also available on the
Company's website at
https://www.nanosecurity.ca/shareholder-meeting-materials/ and
under the Company's profile on SEDAR at www.sedar.com.
The board of directors of the Company
(the "Board") has determined that the Arrangement is in the best
interests of the Company and fair to Shareholders, and unanimously
recommends that the Securityholders vote in favour of the
Arrangement Resolution at the Meeting.
Subject to receipt of all Court, Securityholder
and stock exchange approvals, the satisfaction of customary
conditions precedent in transactions of this nature and the
satisfaction of certain other specified conditions set out in the
arrangement agreement dated August 4, 2021 between the Company,
META and 1315115 BC Inc. (the “Arrangement
Agreement”). The Arrangement is expected to be completed
in early October 2021 shortly following the Meeting and the
granting of the final order.
Participation and Voting at the
Meeting
The Company remains mindful of the well-being of
Securityholders and other stakeholders of the Company amid the
ongoing concerns regarding the COVID-19 pandemic, and accordingly,
the Meeting will be held exclusively as a virtual (by electronic
means) meeting. Securityholders will not be able to attend the
Meeting in person. The Meeting will be held via live audio webcast
available online using the Summit Virtual meeting platform at
https://meetnow.global/M7SQHHW on Tuesday,
September 28, 2021 at 11:00 a.m. (Vancouver time). A detailed
summary of the information Securityholders will need to attend the
Meeting online is provided in the Information Circular.
At the Meeting, Securityholders will be asked to
consider and, if thought advisable, approve, with or without
variation, the Arrangement Resolution. To become effective, the
Arrangement Resolution must be approved by the affirmative votes of
Securityholders present virtually or represented by proxy and
entitled to vote at the Meeting, as follows: (i) by not less than
66 2/3% of the votes cast by the Shareholders; (ii) by not less
than 66 2/3% of the votes cast by the Shareholders, and by the
holders of Nanotech stock options and holders of Nanotech
restricted share units on an as-converted to Common Shares basis,
all voting together as a single class; and (iii) by not less than
50% of the votes cast by the Shareholders, excluding the votes
attaching to any Common Shares held by interested parties required
to be excluded pursuant to Multilateral Instrument 61-101 —
Protection of Minority Security Holders in Special
Transactions.
Your vote is important regardless of the
number of voting securities you own. All Securityholders are
encouraged to vote in advance of the Meeting via proxy or voting
instruction form before the deadline of 11:00 a.m. (Vancouver time)
on Friday, September 24, 2021.
Reasons for the Arrangement
In the evaluation of the Arrangement, a special
committee of independent Nanotech directors (the “Special
Committee”) considered a number of factors including:
-
Recognizes Fundamental Value of Nanotech. The
Arrangement, which represents an aggregate transaction value of
approximately $90.8 million, recognizes the fundamental and
strategic value of Nanotech’s unique portfolio of products for
currency authentication and brand protection.
-
Attractive Premium. Each Shareholder will receive
cash consideration of $1.25 per Common Share, representing a
premium of 67% to the closing price of $0.75 per Common Share on
the TSX Venture Exchange (“TSXV”) on August 4,
2021 (the trading day preceding the announcement of the
Arrangement), and a 101% premium to the volume weighted average
price of $0.62 per Common Share on the TSXV for the 30 trading days
ended on August 4, 2021.
-
Attractive Value Relative to Alternatives. The
consideration of $1.25 per Common Share offered to Shareholders
under the Arrangement is more favourable (and can be achieved with
less risk) than the value that might have been realized through
pursuing other alternatives reasonably available to the Company.
These included:
- Executing on its
Current Strategic Plan. A detailed assessment was undertaken of the
current and anticipated future opportunities and risks associated
with the Company’s business operations, strategy, assets, current
and projected financial condition, prospects for development of the
Company’s projects (including required expenditures) and
consideration of various standalone operating scenarios including
potential partnerships and remaining as a standalone publicly
traded company.
- Sale to a
Potential Competing Bidder. The Special Committee and the Board are
of the view that there was significant uncertainty associated with
identifying and attracting another potential buyer and realizing an
alternative transaction on more attractive terms.
- Form of
Consideration Provides Certainty and Immediate Value. The
consideration to be paid pursuant to the Arrangement is all cash,
which provides certainty of value to Securityholders, and allows
Securityholders to immediately realize a fair value for their
investment.
- Ability
of META to Complete the Arrangement. META is a U.S. public
company whose common shares are listed for trading on the NASDAQ
under the symbol “MMAT”. Recently, META successfully completed
another cross-border business combination and raised significant
capital in the public markets. The Arrangement is not subject to a
financing condition and META requires no shareholder or regulatory
approval to complete the Arrangement. The Special Committee and
Board believe that META has the financial capability to consummate
the Arrangement and there is limited counterparty risk.
- Fairness
Opinion. A fairness opinion was obtained from financial
advisor Echelon Wealth Partners Inc., (“Echelon”)
which states that, as of the date of such fairness opinion and
subject to the assumptions, limitations and qualifications stated
therein, the consideration to be received by the Shareholders
pursuant to the Arrangement is fair, from a financial point of view
to the Shareholders. The terms of the engagement letter provide
that Echelon will receive certain fees for its advisory services,
including the fairness opinion, no part of which is contingent on
the Arrangement being completed. The full text of the fairness
opinion is attached as Appendix F to the Information Circular.
The foregoing reasons for the Arrangement, among
others, are set out in the Information Circular. For greater
certainty, the foregoing summary is not intended to be exhaustive
and is qualified in its entirety by the detailed discussion and
description in the Information Circular.
Securityholder Questions and
Assistance
Securityholders that have any questions or
require assistance with voting or delivery of their form of proxy
or voting instruction form should contact Nanotech’s proxy
solicitation agent, D.F. King Canada by telephone at 1-800-332-6309
(North American Toll-Free Number) or 1-800-217-0538 (Outside North
America Toll- Free Number), or by email at
inquiries@dfking.com.
FORWARD-LOOKING STATEMENTS
Certain of the statements and information in
this news release constitute "forward-looking information" within
the meaning of applicable Canadian provincial securities laws. All
statements, other than statements of historical fact, are
forward-looking information. Forward-looking information is
frequently, but not always, identified by words such as “expects”,
“expected”, “anticipates”, “believes”, “prospects”, “efforts”,
“intends”, “estimates”, “predicts”, “potential”, “targeted”,
“plans”, “possible” and similar expressions, or statements that
events, conditions, or results “will”, “may”, “could” or “should”
occur or be achieved. Forward-looking information in this news
release relates to, among other things, the anticipated timing for
the Meeting, statements in respect of anticipated developments in
the Arrangement, benefits of the Arrangement, the Company’s ability
to meet all conditions precedent set forth in the Arrangement
Agreement prior to the outside date set forth therein, the
Company’s ability to secure the required Court approvals in
connection with the Arrangement, the approval of the Arrangement by
Company securityholders at the Meeting, the anticipated timing of
closing of the Arrangement, the adequacy of META’s financial
resources, and other events or conditions that may occur in the
future.
Forward-looking statements are subject to a
variety of known and unknown risks, uncertainties and other factors
which could cause actual events or results to differ from those
expressed or implied by the forward-looking statements, including,
without limitation: risks related to the completion of the
Arrangement, including the failure to obtain securityholder or
Court approvals in connection with the Arrangement; uncertainties
relating to the loss of a key customer, as well as risks relating
to the COVID-19 pandemic.
The forward-looking information contained in
this news release is based on the beliefs, expectations, and
opinions of management on the date the statements are made.
Although the Company has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. There can be no assurance that such information will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information. These
forward-looking statements are made as of the date of this news
release and the Company does not intend, nor does it assume any
obligation to update or revise them , whether as a result of new
information, changes in assumptions, future events or otherwise,
except to the extent required by applicable law.
Additional information about Nanotech and the
risks facing its business can be found on the Company’s website
www.nanosecurity.ca as well as with the Company’s continuous
disclosure materials filed from time to time with Canadian
securities regulatory authorities, which are available online at
www.sedar.com or the OTCMarkets disclosure filings website
www.otcmarkets.com.
About Nanotech
With billions of security features in
circulation, Nanotech’s products include secure and memorable
security labels, stripes, patches, and colour-shifting foils for
currency authentication and brand protection.
KolourOptik® is a patented visual
technology that is exclusive to the government and banknote market
and combines sub-wavelength nanostructures and microstructures to
create modern overt security features with a unique and
customizable optical effect. KolourOptik pure plasmonic colour
pixels produce full colour, 3D depth, and movement used in security
stripes and threads that are nearly impossible to replicate.
LiveOptik™ is a patented visual technology that
utilizes innovative nano-optics one tenth the size of traditional
holographic structures to create next generation overt security
features customized to our customers’ unique requirements.
LiveOptik delivers multi-colour, 3D depth, movement, and image
switches for secure brand protection stripes, threads, and labels
that are nearly impossible to replicate.
Additional information about Nanotech can be
found at the Company’s website www.nanosecurity.ca, the Canadian
disclosure filings website www.sedar.com or the OTCMarkets
disclosure filings website www.otcmarkets.com.
About Meta Materials Inc.
META® delivers previously unachievable
performance, across a range of applications, by inventing,
designing, developing, and manufacturing sustainable, highly
functional materials. Its extensive technology platform enables
leading global brands to deliver breakthrough products to their
customers in consumer electronics, 5G communications, health and
wellness, aerospace, automotive, and clean energy. Meta’s
achievements have been widely recognized, including being named a
Global Cleantech 100 company. Learn more at
www.metamaterial.com.
Nanotech Security
Corp.: |
US Investor
Relations: |
Canada Investor
Relations: |
Kelley Ryshak |
Matthew Selinger |
Sean Peasgood |
info@nanosecurity.ca |
mselinger@firmirgroup.com |
sean@SophicCapital.com |
+1.604.678.5775 |
+1.415.572.8152 |
+1.647.699.9845 |
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 release.
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