Via TheNewswire August 17, 2022
GREENFIELD ACQUISITION CORP. Announces TSXV Conditional Acceptance and Filing of Filing Statement for its Qualifying Transaction
Vancouver, B.C., Canada – TheNewswire – August 17, 2022. Greenfield Acquisition Corp. (“Greenfield”) (TSXV:GAC.P), a capital pool company, is pleased to announce that it has received conditional acceptance from the TSX Venture Exchange (“TSXV”) for the closing of its proposed merger transaction with Inspire Semiconductor, Inc. (“Inspire”) which transaction (the “Transaction”) is intended to constitute Greenfield’s Qualifying Transaction (within the meaning of Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the “Exchange”). Greenfield has filed a filing statement that is dated effective August 14, 2022 (the “Filing Statement”) with the TSXV and on Greenfield’s SEDAR profile at www.sedar.com.
Further to its comprehensive news release dated May 12, 2022, Greenfield will acquire all of the issued and outstanding securities of Inspire by way of a reverse-triangular merger of Greenfield, Greenfield Subco Inc., a wholly owned subsidiary of Greenfield, and Inspire under the Delaware General Corporate Law. In connection with the Qualifying Transaction, Greenfield will change its name to Inspire Semiconductor Holdings Inc. (the “Resulting Issuer”) or such other name as agreed to by Greenfield and Inspire and accepted by the applicable regulatory authorities. It is anticipated that the common shares of the Resulting Issuer will trade under the ticker “INSP”.
All details of the Transaction as disclosed in Greenfield’s comprehensive news release dated May 12, 2022 remain the same other than:
- each issued and outstanding pre-Inspire stock split Inspire common share will now be exchanged for approximately 5.69 post-Inspire stock split Inspire common shares (Inspire Shares”) prior to the closing of the Transaction; and
- it is now anticipated that Alexander Gray, James J. Hickman, William R. Van Dell, Mitchell Jacobson, Jeff Schneider and one additional independent director, who will be appointed after closing of the Transaction, will comprise the board of directors of the Resulting Issuer. Biographies of Mr. Jacobson and Mr. Schneider, along with biographies of each of the proposed directors and officers of the Resulting Issuer can be found in the Filing Statement.
On a post-Inspire Share Conversion and Inspire Stock Split basis, it is currently anticipated that there will be approximately 160,315,459 Inspire Shares and 19,684,238 Inspire Options issued and outstanding immediately prior to the closing of the Transaction. The value of the consideration for the Inspire Shares pursuant to the Transaction is C$17,634,700.49
The fully diluted capitalization of the Resulting Issuer is expected to be as follows:
|Number of Securities||Number of Underlying Resulting Issuer Subordinate Voting Shares||Percentage of Resulting Issuer Subordinate Voting Shares|
|Resulting Issuer Subordinate Voting Shares||51,006,913||51,006,913||25.20%|
|Resulting Issuer Proportionate Voting Shares||1,293,085.46||129,308,546||63.88%|
|Resulting Issuer SVS Options||21,684,238||21,684,238||10.71%|
|Resulting Issuer Warrants||400,000||400,000||0.20%|
It is currently anticipated that at the closing of the Transaction: (i) the holders of Greenfield common shares will hold approximately 11.09% of the issued and outstanding shares of the Resulting Issuer; and (ii) the holders of Inspire Shares immediately prior to the closing of the Transaction will hold approximately 88.91% of the issued and outstanding shares of the Resulting Issuer.
Additional information in respect of the Transaction, Greenfield, Inspire and the Resulting Issuer can be found in the Filing Statement. In accordance with the policies of the TSXV, Greenfield’s common shares are currently halted from trading and will remain so until such time as required by TSXV policies.
Greenfield Shareholder Meeting
As disclosed in Greenfield’s comprehensive news release dated May 12, 2022, Greenfield is required to hold a meeting to seek approval of the shareholders of Greenfield (the “Greenfield Shareholders”) of certain matters in respect of the Transaction
Greenfield has set a date of September 13, 2022, for an annual general and special meeting of the Greenfield Shareholders (the “Meeting”) where, along with resolutions commonly placed before shareholders at an annual general meeting, it will seek the approval of the Greenfield Shareholders for:
(i) the Transaction (pursuant to the rules of MI 61-101 – Protection of Minority Security Holders in Special Transactions;
(ii) the name change of Greenfield to “Inspire Semiconductor Holdings Inc.”;
(iii) the amendment of the articles of Greenfield providing for the creation of a new class of proportionate voting shares of Greenfield and the re-designation of Greenfield’s issued and outstanding common shares as subordinate voting shares;
(iv) the election of directors of the Resulting Issuer following the closing of the Transaction as agreed between Inspire and Greenfield; and
(v) the adoption of a new equity incentive plan of the Resulting Issuer.
Greenfield has filed a management information circular with respect to the Meeting that is dated effective August 14, 2022 (the “Information Circular”) on Greenfield’s SEDAR profile at www.sedar.com. Additional information in respect of the Meeting can be found in the Information Circular.
The completion of the Transaction is subject to a number of conditions including, but not limited to, the approval of the Greenfield Shareholders of the resolutions put forward at the Meeting, the required approvals of the shareholders of Inspire, receipt of all required regulatory approvals, including final Exchange approval, and satisfaction of other customary closing conditions. Assuming all conditions for closing are satisfied, closing of the Transaction is expected to occur on or about September 19, 2022, or such other date as Greenfield and Inspire may determine.
Greenfield will provide further details in respect of the Transaction in due course by way of a subsequent news release, however, Greenfield will make available to the Exchange, all information, including financial information, as may be requested or required by the Exchange.
For further information, please contact:
|Inspire Semiconductor, Inc.
John B. Kennedy
Chief Financial Officer
|Greenfield Acquisition Corp.
All information contained in this news release with respect to Greenfield and Inspire was supplied by the respective party, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
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 Information Circular or Filing Statement 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 the Resulting Issuer should be considered highly speculative.
The Exchange has not in any way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Cautionary Statement Regarding Forward Looking Information
This news release contains statements which constitute “forward-looking information” within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of Greenfield and Inspire with respect to future business activities and operating performance.
Often, but not always, forward-looking information can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or variations (including negative variations) of such words and phrases, or statements formed in the future tense or indicating that certain actions, events or results “may”, “could”, “would”, “might” or “will” (or other variations of the forgoing) be taken, occur, be achieved, or come to pass. Forward-looking information includes information regarding: (i) expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied including, but not limited to, the necessary regulatory approvals and the timing associated with obtaining such approvals, if at all; (ii) the business plans and expectations of the Resulting Issuer; and (iii) expectations for other economic, business, and/or competitive factors. Forward-looking information is based on currently available competitive, financial and economic data and operating plans, strategies or beliefs as of the date of this news release, but involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of Inspire, Greenfield or the Resulting Issuer, as applicable, to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Such factors may be based on information currently available to Inspire, Greenfield and the Resulting Issuer, including information obtained from third-party industry analysts and other third-party sources, and are based on management’s current expectations or beliefs. Any and all forward-looking information contained in this news release is expressly qualified by this cautionary statement.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect Inspire and Greenfield’s respective management’s expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Forward-looking information reflects Inspire’s current beliefs and is based on information currently available to Inspire and Greenfield and on assumptions it believes to be not unreasonable in light of all of the circumstances. In some instances, material factors or assumptions are discussed in this news release in connection with statements containing forward-looking information. Such material factors and assumptions include, but are not limited to: the impact of the COVID-19 pandemic on the Transaction, Inspire, Greenfield or the Resulting Issuer; completion of the Merger; satisfying the conditions precedent and covenants in the Merger Agreement; satisfying the requirements of the Exchange with respect to the Transaction; meeting the minimum listing requirements of the Exchange, and anticipated and unanticipated costs and other factors referenced in this news release and the Filing Document, including, but not limited to, those set forth in the Filing Document under the caption “Risk Factors”. Although Inspire and Greenfield have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Forward-looking information contained herein is made as of the date of this news release and, other than as required by law, Inspire and Greenfield disclaim any obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Inspire and Greenfield have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. Inspire and Greenfield do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.