Itafos (TSX-V: IFOS), a portfolio company of Zaff LLC, has agreed to acquire all of the issued and outstanding common shares of Stonegate Agricom Ltd. (TSX: ST) not already owned by Itafos.
Under the terms of the arrangement agreement, each shareholder of Stonegate will receive 0.008 of an ordinary share of Itafos for each Stonegate share held. Itafos anticipates issuing an aggregate of approximately 2,985,777 Itafos shares to Stonegate shareholders pursuant to the arrangement.
Stonegate currently has approximately 571.67 million shares outstanding; the transaction values Stonegate at approximately $8.05 million based on Itafos closing price of $1.76 on May 18, 2017.
Itafos owns 35.2% of the issued and outstanding common shares of Stonegate on an undiluted basis.
Zaff, a Houston, Texas based private equity and real estate investment firm specializing in distressed investments and emerging markets, owns 83.04% of the issued and outstanding shares of Itafos.
Stonegate’s directors and senior officers, as well Lloyd I. Miller, III, a significant Stonegate shareholder controlling 21.3% of the Stonegate shares, have entered into support agreements with Itafos.
Echelon Wealth Partners Inc. is acting as the financial advisor, Cassels Brock & Blackwell LLP is acting as Canadian legal counsel and Neal, Gerber & Eisenberg LLP is acting as US legal counsel to Stonegate in connection with the arrangement.
Norton Rose Fulbright Canada LLP is acting as legal counsel to Itafos in connection with the arrangement.
photo credit: Stonegate Agricom