Via GlobeNewswire September 20, 2022 15:30 ET
InspireSemi Announces Completion of Qualifying Transaction
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Shares expected to commence trading on September 22, 2022
VANCOUVER, British Columbia and AUSTIN, Texas, Sept. 20, 2022 (GLOBE NEWSWIRE) — Inspire Semiconductor Holdings Inc. (TSXV: INSP) (“InspireSemi” or the “Company”), formerly Greenfield Acquisition Corp. (“Greenfield”) (TSXV:GAC.P), is pleased to announce that, further to its news releases dated May 12, 2022 and August 17, 2022, it has completed its previously announced merger (the “Transaction”) with Inspire Semiconductor, Inc. (“Inspire”), constituting its Qualifying Transaction (as defined by Policy 2.4 of the TSX Venture Exchange).
The subordinate voting shares of the Company are anticipated to start trading on the TSX Venture Exchange (the “Exchange”) on or about September 22, 2022 under the ticker symbol “INSP”.
“Closing this transaction is a significant milestone for our organization,” said Ron Van Dell, CEO of InspireSemi. “Together, our seasoned team has developed an innovative, accelerated computing solution for High Performance Computing (HPC), Artificial Intelligence (AI) and blockchain /cryptocurrency mining. We believe our second-generation accelerator solution will set new standards for high-performance, versatility and energy efficiency, and deliver a thriving open software ecosystem. Our listing on the TSX Venture Exchange will enable existing and new investors to participate in the Company’s future growth plans and technology innovations.”
Prior to the closing of the Transaction:
- the Company: (a) changed its name from “Greenfield Acquisition Corp.” to “Inspire Semiconductor Holdings Inc.”; (b) amended the rights and restrictions of the common shares of the Company and re-designated the issued and outstanding common shares as “subordinate voting shares” (the “Subordinate Voting Shares”); (c) created a new class of shares in the capital of the Company designated as “proportionate voting shares” (the “Proportionate Voting Shares”); and (d) replaced its existing articles with new articles ((a)-(d) being collectively referred to as the “Company Amendments”); and
- Inspire: (a) converted all of its outstanding shares of Series A Preferred Stock, Series A-1 A Preferred Stock and Series A-2 Preferred Stock to common shares of Inspire; and (b) effected a share-split whereby each share of common stock of Inspire (each, an “Inspire Share”) was exchanged for approximately 5.698 Inspire Shares.
The Company Amendments were approved at the annual general and special meeting of the shareholders of the Company held on September 13, 2022 (the “Meeting”).
The Company acquired all of the issued and outstanding securities of Inspire through a reverse-triangular merger of Greenfield, Greenfield Subco Inc., a wholly owned subsidiary of Greenfield, and Inspire under the Delaware General Corporate Law and Inspire became a wholly-owned subsidiary of the Company.
The outstanding Inspire Shares were exchanged for an aggregate of 31,006,913 Subordinate Voting Shares and 1,293,085.46 Proportionate Voting Shares. In addition the outstanding stock options of Inspire were exchanged for 19,684,238 economically equivalent stock options of the Company.
The Proportionate Voting Shares are not listing on the Exchange. Subject to certain conditions, including as described below, each Proportionate Voting Share is convertible into one hundred (100) Subordinate Voting Shares.
The following table sets forth the fully diluted capitalization of the Company, after giving effect to the Transaction:
|Number of Securities||Number of Underlying Resulting Issuer Subordinate Voting Shares||Percentage of Resulting Issuer Subordinate Voting Shares|
|Subordinate Voting Shares||51,006,913||51,006,913||25.20%|
|Proportionate Voting Shares||1,293,085.46||129,308,546||63.88%|
|Options to purchase Subordinate Voting Shares||21,684,238||21,684,238||10.71%|
|Warrants to purchase Subordinate Voting Shares||400,000||400,000||0.20%|
The reclassification of the Company’s common shares into Subordinate Voting Shares and the creation of the Proportionate Voting Shares in connection with the Transaction is for the purpose of allowing the Company to maintain its status as a “foreign private issuer” as determined in accordance with Rule 3b-4(c) under the United States’ Securities Exchange Act of 1934. The Proportionate Voting Shares are intended to minimize the proportion of the outstanding voting securities of the Company that are held by “U.S. persons” for purposes of determining whether the Company is a “foreign private issuer”. The holders of Proportionate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share into which such Proportionate Voting Share could be converted, and as such the Proportionate Voting Shares do not necessarily hold voting rights that are superior to the holders of Subordinate Voting Shares, on an as converted to Subordinate Voting Shares basis. The rights of holders of Proportionate Voting Shares to convert such shares into Subordinate Voting Shares will be subject to the Company preserving “foreign private issuer” status. The Proportionate Voting Shares will not be listed for trading in any market and, as such, holders of Proportionate Voting Shares will not be able to trade their shares without conversion.
Additional information regarding the Transaction can be found in the Company’s Filing Statement dated August 14, 2022 (the “Filing Statement”) which is filed on the Company’s SEDAR profile at www.sedar.com.
Board of Directors and Management of InspireSemi
Alexander Gray, James J. Hickman, Ron Van Dell, Mitchell Jacobson, Jeff R. Schneider and Muneeb Yusuf, will comprise the board of directors of the Company. Mr. Yusuf was appointed by the new board of the Company immediately following closing of the Transaction, as was authorized by the shareholders of Greenfield at the Meeting.
Biographies of each of the directors and officers of the Company, other than Mr. Yusuf can be found in the Filing Statement.
Mr. Yusuf is currently the Chief Legal Officer of League Inc., a technology-focused health company powering the digital transformation of healthcare. He has recently been recognized as a Leading Lawyer under the age of 40 by Lexpert Magazine and by Legal 500 for GC Powerlist Canada.
Previously, Mr. Yusuf was General Counsel of Dundee Agriculture, was General Counsel of Algoma Steel and formerly an attorney at Stikeman Elliott LLP. He holds a Juris Doctor from Osgoode Hall Law School, a Masters of Business Administration (finance specialization) from the Schulich School of Business and an Honors Bachelors of Science degree from the University of Toronto. Mr. Yusuf has sat on the board of directors of a number of public and private companies and currently sits on the board of directors United Nations Association Canada as Vice Chair.
Mr. Yusuf’s appointment to the board of directors is subject to the approval of the Exchange.
Management of InspireSemi consists of Ron Van Dell, (Chief Executive Officer), Alexander Gray (President and Chief Technology Officer), John B. Kennedy (Chief Financial Officer), Jim O’Connor (Vice President Engineering), Thomas Fedorko (Vice President Operations), Doug Norton (Vice President Business Development) and Trevor Smith (Senior Director of Engineering).
Additionally, the Company announced it has retained KCSA Strategic Communications (“KCSA”), a leading New York-based communications firm, to support the Company’s investor relations efforts in the United States. KCSA will employ a comprehensive communications program designed to increase awareness of InspireSemi across the investment community. Since 1969, the firm has demonstrated strategic thinking and program execution that drives results for its clients in the ever-changing communications and digital landscape.
For its services supporting the Company’s investor relations efforts in the United States, KCSA will receive US$10,000 per month. The Company and Inspire entered into an agreement, as amended (the “Agreement”), with KCSA effective August 1, 2022. The initial term of the agreement is for 6 months following which the Agreement will continue on a month-to-month basis until terminated. The Company has the right to terminate the relationship with KCSA on 30 days’ notice following the initial six month term.
KCSA has agreed to comply with all applicable securities laws and the policies of the Exchange in providing the services under the Agreement.
KCSA does not have any interest in InspireSemi or its securities, or any right or intent to acquire such an interest. KCSA is at arm’s length to InspireSemi and has no other relationship with InspireSemi except pursuant to the Agreement.
The Agreement is subject to the approval of the Exchange.
InspireSemi is dedicated to delivering superior solutions for blockchain, HPC, AI, and other compute intensive applications. Led by an accomplished team with a proven track record, we are currently developing our second-generation accelerator chip solution. It features a versatile many-core processor architecture with an established software ecosystem and sets new standards of performance and energy efficiency.
For more information, visit https://inspiresemi.com/.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any securities in the United States. The Company’s 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 InspireSemi 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, but is not limited to, information regarding: (i) the business plans and expectations of the Company; and (ii) 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 InspireSemi, 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 InspireSemi, 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 InspireSemi’s 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 InspireSemi’s current beliefs and is based on information currently available to it 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 or the company; the ongoing conflict between Russia and Ukraine and any actions taken by other countries in response thereto, such as sanctions or export controls; and anticipated and unanticipated costs and other factors referenced in this news release and the Filing Statement, including, but not limited to, those set forth in the Filing Statement under the caption “Risk Factors”. Although the Company has 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, the Company disclaims 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.
For further information, please contact:
Inspire Semiconductor Holdings Inc.
Chief Financial Officer
KCSA Strategic Communication
Phil Carlson/Scott Eckstein