Garda World Security Corporation Announces Extension of Expiration Time for its Cash Tender Offer for its Outstanding Senior Notes due 2025 Pursuant to the Change of Control Provisions of the Related Indenture

Garda World Security Corporation Announces Extension of Expiration Time for its Cash Tender Offer for its Outstanding Senior Notes due 2025 Pursuant to the Change of Control Provisions of the Related Indenture

Canada NewsWire

MONTREAL, Oct. 15, 2019 /CNW Telbec/ - Garda World Security Corporation (the “Company” or “GardaWorld”) announced today that it has extended the Expiration Time (as defined in the Company’s Offer to Purchase, dated September 13, 2019 (the “Statement”)), of the Company’s pending cash tender offer (the “Offer”) for any and all of its outstanding U.S. dollar denominated 8.75% Senior Notes due 2025 (the “Notes”) from 5:00 p.m., New York City time, on October 11, 2019 to 5:00 p.m., New York City time, on October 18, 2019 (such time and date, as it may be extended or earlier terminated, the “Expiration Time”).

The Offer is being made upon the terms and subject to the conditions set forth in the Statement, as amended by the press release dated October 11, 2019 and this press release dated October 15, 2019. Notes tendered may be withdrawn at any time at or before the Expiration Time, but not thereafter, except as required by law. As of the date of this press release, US$166,845,000 aggregate principal amount of Notes, representing 26.7% of the Notes outstanding, have been tendered pursuant to the Offer.

The Offer is being made pursuant to the indenture dated as of May 8, 2017 governing the Notes (as amended or supplemented to the date hereof, the “Indenture”). The Indenture and the Notes provide that the Company must make an offer to repurchase Notes from holders in connection with the occurrence of a “Change of Control” (as defined in the Indenture), which offer, pursuant to the terms of the Indenture, may be made in advance of, and conditioned upon the occurrence of, such Change of Control. Upon consummation of the Stock Purchase (as defined below), a Change of Control will occur with respect to the Company. Accordingly, the Company is offering to purchase, in advance of and conditioned upon the occurrence of the Change of Control, any and all of the Notes at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest up to, but not including, the Payment Date (as defined below) (the “Tender Offer Consideration”). Pursuant to the Indenture, if the Stock Purchase and this Offer are completed, the Company will not be required to make any further offer to repurchase the Notes as a result of or in connection with the completion of the Stock Purchase.

Holders validly tendering Notes at or before the Expiration Time will be eligible to receive the Tender Offer Consideration equal to US$1,010 per US$1,000 principal amount of Notes purchased pursuant to the Offer, plus accrued and unpaid interest in respect of their purchased Notes from the last interest payment date to, but not including, the Payment Date for the Notes.

Subject to the terms and conditions of the Offer being satisfied or waived, the Company will, promptly after the Expiration Time (the “Acceptance Date”), accept for purchase all Notes validly tendered at or before the Expiration Time (and not validly withdrawn at or before the Expiration Time). The Company will pay the Tender Offer Consideration for Notes accepted for purchase promptly following the acceptance of such Notes for purchase (the date of such payment being referred to as the “Payment Date”).

The Company’s obligation to accept and pay for the Notes in the Offer is conditioned upon the closing of the purchase by a consortium of investors consisting of investment funds advised by BC Partners Advisors L.P. and certain members of GardaWorld management, including Founder, Chairman and CEO, Stephan Crétier, of the majority stake in GardaWorld that is currently indirectly owned by certain investment funds affiliated with Rhône Capital, LLC (the “Stock Purchase”) and the satisfaction or waiver of other customary conditions precedent. The Stock Purchase is not conditioned upon completion of the Offer.

The tender agent and information agent for the Offer is D.F. King & Co., Inc. Holders of the Notes with questions regarding the terms of the Offer or who would like additional copies of the Offer Documents (as defined below) may call D.F. King & Co., Inc. toll-free at (866) 387-7321 or (212) 269-5550 (collect) or email at garda@dfking.com.

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the Notes. The Offer is being made only pursuant to the Statement, as amended by the press release dated October 11, 2019 and this press release dated October 15, 2019, and the related Letter of Transmittal (collectively with the Statement, the “Offer Documents”). Holders of the Notes and investors should read carefully the Offer Documents because they contain important information, including the various terms of and conditions to the Offer. None of the Company, the tender agent, the information agent or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes pursuant to the Offer.

About GardaWorld

GardaWorld is one of the largest privately-owned security companies in the world, offering a wide range of physical and specialized security services as well as end-to-end cash management services and, with the Crisis24 portal, the dissemination of vetted information related to international security. A partner of choice for private companies, governments, humanitarian organizations and multinationals with personnel all over the world, GardaWorld employs more than 92,000 highly skilled, dedicated professionals who serve a diverse clientele in North America, Africa, Asia and the Middle East. For more information, visit www.garda.com.

Forward-Looking Statements

Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of the applicable securities laws. Certain statements in this press release may constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to GardaWorld’s future outlook and anticipated events, business, operations, financial performance, financial condition or results and, in some cases, can be identified by terminology such as “may”; “will”; “should”; “expect”; “plan”; “anticipate”; “believe”; “intend”; “estimate”; “predict”; “potential”; “continue”; “foresee”, “ensure” or other similar expressions concerning matters that are not historical facts. The reader should not place undue importance on forward-looking information and should not rely upon this information as of any other date. GardaWorld will not update these statements unless applicable securities laws require GardaWorld to do so.

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SOURCE Garda World Security Corporation

View original content: http://www.newswire.ca/en/releases/archive/October2019/15/c9515.html

Merida Merger Corp. I announces filing of registration statement in the United States and a preliminary prospectus in Canada

Merida Merger Corp. I announces filing of registration statement in the United States and a preliminary prospectus in Canada

Canada NewsWire

NEW YORK, Oct. 11, 2019 /CNW/ – Merida Merger Corp. I (the “Company“) announced today that it has filed a registration statement in the United States for its initial public offering of 10,000,000 units for aggregate gross proceeds of US$100,000,000. The offering is being made concurrently in the United States under a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission and a preliminary prospectus filed in each of the provinces of Canada other than Québec. Each unit offered in the initial public offering has an offering price of US$10.00 and consists of one share of common stock and one-half of one warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of US$11.50 per share. Each warrant will become exercisable on the later of twelve months from the closing of the offering and the completion of an initial business combination or qualifying transaction (a “Qualifying Transaction“) and will expire at 5:00 pm New York City time five years from the consummation of the Qualifying Transaction, or earlier upon redemption or liquidation. The Company has applied to list its units on the Nasdaq Capital Market under the ticker symbol “MCMJU.” The Company has also applied to list its units on the NEO Exchange Inc. under the ticker symbol “MMK.UN.”

EarlyBirdCapital, Inc. is acting as sole book-running manager of the offering (“EarlyBird”). EarlyBirdhas engaged Echelon Wealth Partners Inc. as its Canadian agent to distribute the units in each of the provinces of Canada other than Québec.

The Company has granted EarlyBird a non-transferable over-allotment option (the “Over-Allotment Option“) to purchase up to an additional 1,500,000 units on the same terms and conditions, exercisable in whole or in part, by EarlyBird up to 45 days following the effective date of the registration statement. If the Over-Allotment Option is exercised in full, the gross proceeds of the offering are expected to be US $115,000,000.

The Company is a blank check company organized for the purpose of effecting a Qualifying Transaction with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although it intends to focus its search for target businesses in the cannabis industry.

The registration statement filed with the Securities and Exchange Commission has not yet become effective. The securities covered by the registration statement may not be sold, nor may offers to buy such securities be accepted prior to the time the registration statement becomes effective. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or Canadian province in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such state or Canadian province. This proposed offering will be made only by means of a prospectus. A copy of the prospectus may be obtained, when available, from: EarlyBirdCapital, Inc., 366 Madison Avenue, 8th Floor, New York, NY 10017, Attn: Syndicate Department, 212-661-0200.

A preliminary prospectus relating to the offering has also been filed with securities commissions or similar authorities in each of the provinces of Canada other than Québec. The preliminary prospectus is still subject to completion or amendment and thus has not yet become final for the purpose of a distribution of securities to the public. Any solicitation or sale would be unlawful in Canada prior to the time a receipt for the final prospectus or other authorization is obtained from the securities commission or similar authority in such jurisdiction. Copies of the preliminary prospectus will be available on SEDAR at www.sedar.com. Copies of the preliminary prospectus may also be obtained from Echelon Wealth Partners Inc., at ECM@echelonpartners.com. There will not be any sale or any acceptance of an offer to buy the securities in Canada until a receipt for the final prospectus has been issued.

Forward-Looking Statements

This press release contains “forward-looking information” and “forward looking statements” within the meaning of applicable Canadian and United States securities legislation. Statements contained herein that are not based on historical or current fact, including without limitation statements containing the words “anticipates,” “believes,” “may,” “continues,” “estimates,” “expects,” and “will” and words of similar import, constitute “forward-looking statements.” Forward-looking information may include, but is not limited to, statements regarding the preliminary prospectus and registration statement being cleared by Canadian and US securities regulatory authorities. Wherever possible, words such as “plans”, “expects”, “projects”, “assumes”, “budget”, “strategy”, “scheduled”, “estimates”, “forecasts”, “anticipates”, “believes”, “intends”, “targets” and similar expressions or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative forms of any of these terms and similar expressions, have been used to identify forward-looking statements and information. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking information. Forward-looking information is subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied by the forward-looking information, including, without limitation, risks identified in the Company’s filings on SEDAR at www.sedar.com and in the United States at the SEC’s website at www.sec.gov. Actual results could differ materially from those projected in the forward-looking statements. The Company assumes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

SOURCE Merida Merger Corp. I

View original content: http://www.newswire.ca/en/releases/archive/October2019/11/c8532.html

Medicenna Announces Filing of Final Short Form Prospectus

Medicenna Announces Filing of Final Short Form Prospectus

Canada NewsWire

/NOT FOR DISSEMINATION OR DISTRIBUTION IN THE UNITED STATES
OR THROUGH U.S. NEWSWIRE SERVICES./

TORONTO and HOUSTON, Oct. 11, 2019 /CNW/ – Medicenna Therapeutics Corp. (“Medicenna” or the “Company“) (TSX: MDNA) (OTCQB: MDNAF), a clinical stage immuno-oncology company, is pleased to announce that it has filed a (final) short form prospectus (the “Prospectus“) which has been receipted by the regulatory authorities in each of the provinces of British Columbia, Alberta and Ontario, in connection with the marketed offering (the “Offering“) of units of the Company (“Units“). A copy of the Prospectus is available under the Company’s profile at www.sedar.com.

Pursuant to the Offering, the Company intends to issue a minimum of 3,076,924 Units and a maximum of 4,615,386 Units at a price of CDN$1.30 per Unit for minimum gross proceeds of CDN$4,000,001 and maximum gross proceeds of CDN$6,000,002. Each Unit is comprised of one common share of the Company (a “Common Share“) and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a “Warrant“). Each Warrant entitles the holder thereof to acquire one Common Share (a “Warrant Share“) at an exercise price of CDN$1.75 per Warrant Share for a period of 36 months following the closing of the Offering.

The Offering is undertaken on a best efforts basis pursuant to the terms and conditions of an agency agreement (the “Agency Agreement“) entered into between Bloom Burton Securities Inc., Mackie Research Capital Corporation, Haywood Securities Inc. (collectively, the “Agents“) and the Company. In connection with the Offering, the Agents will be paid a cash commission equal to 7.0% of the aggregate gross proceeds of the Offering and will be issued compensation options exercisable to acquire such number of Common Shares as is equal to 7.0% of the aggregate number of Units sold pursuant to the Offering (the “Compensation Option Shares“). The Company has granted to the Agents a 30-day over-allotment option to sell up to an additional number of Units that is equal to 15% of the number of Units sold pursuant to the Offering or up to an additional number of Warrants that is equal to 7.5% of the number of Units sold pursuant to the Offering, so long as the aggregate number of additional Warrants does not exceed 7.5% of the number of Warrants issued under the Offering (excluding the over-allotment option).

The Offering is subject to the satisfaction of certain customary closing conditions. The Company has received conditional approval from the Toronto Stock Exchange (“TSX“) to have the Common Shares, the Warrant Shares and the Compensation Option Shares listed on the TSX. Listing is subject to the final approval of the TSX in accordance with its applicable listing requirements. Closing may occur in one or more tranches with the first closing expected to occur on or about October 17, 2019.

This news release is not an offer of the Units for sale in the United States. This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Units, in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such province, state or jurisdiction.

The securities described herein 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 accordingly, may not be offered or sold to, or for the account or benefit of, persons in the United States or to U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act), except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Corporation’s securities to, or for the account or benefit of, persons in the United States or U.S. Persons.

About Medicenna Therapeutics Corp.

Medicenna is a clinical stage immunotherapy company focused on oncology and the development and commercialization of novel, highly selective versions of IL-2, IL-4 and IL-13 Superkines and first in class Empowered Cytokines™ (ECs) for the treatment of a broad range of cancers. Supported by a US$14.1M non-dilutive grant from CPRIT (Cancer Prevention and Research Institute of Texas), Medicenna’s lead IL4-EC, MDNA55, has completed enrolling patients in a Phase 2b clinical trial for rGBM, the most common and uniformly fatal form of brain cancer, at top-ranked brain cancer centres in the US. MDNA55 has been studied in five clinical trials involving 132 patients, including 112 adults with rGBM. MDNA55 has demonstrated compelling efficacy and has obtained Fast-Track and Orphan Drug status from the FDA and FDA/EMA respectively. For more information, please visit www.medicenna.com.

This news release contains forward-looking statements relating to the future operations of the Company and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements with respect to the closing of the Offering and the listing of the Common Shares, the Warrant Shares and the Broker Warrant Shares on the TSX, are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the risks detailed in the Prospectus, the annual information form of the Company dated June 24, 2019 and in other filings made by the Company with the applicable securities regulators from time to time.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements only as expressly required by Canadian securities law.

SOURCE Medicenna Therapeutics Corp.

View original content: http://www.newswire.ca/en/releases/archive/October2019/11/c8322.html