Subversive Acquisition LP Provides Update on Qualifying Transaction with Intercure, Israel's Leading and Fastest-Growing Cannabis Company

Rhea-AI Summary

Subversive Acquisition LP (TSX: SVX.U, OTCQX: SBVRF) announced an update on its upcoming Qualifying Transaction, merging with InterCure Ltd., Israel's leading cannabis company. The transaction is projected to close on April 8, 2021, following a unitholder meeting scheduled for April 6, 2021. SVX has met the cash closing condition and expects InterCure shares to be listed on TSX and later on NASDAQ. Holders of Restricted Voting Units (RVUs) have specific redemption rights, with relevant deadlines set for March 31 and April 5 regarding RVU redemptions.

Positive

• SVX has met cash closing conditions for the transaction.
• The merger with InterCure is expected to enhance market presence in the cannabis industry.
• Expected listing on TSX and later NASDAQ may improve liquidity and investor visibility.

Negative

• Failure to obtain requisite shareholder approvals could delay or derail the transaction.
• Possible need for an extension resolution may indicate issues in closing the transaction on time.

• Transaction Expected to Close on April 8, 2021
• SVX to Hold Unitholders Meeting on April 6, 2021
• InterCure Shares Expected to be Listed on TSX on Closing, and Subsequently also on NASDAQ
• SVX has met Cash Closing Condition
• Proxy Voting Deadline is April 1, 2021
• Redemption Deadlines are March 31, 2021 and April 5, 2021 for the RVU's and QT Redemption, respectively

TORONTO, March 29, 2021 /PRNewswire/ - SUBVERSIVE ACQUISITION LP (TSX: SVX.U) (NEO: SVX.U) (OTCQX: SBVRF) ("SVX") provided an update today on its qualifying transaction to combine with InterCure Ltd. (dba Canndoc) (TASE: INCR) ("InterCure"), Israel's leading cannabis company (the "Qualifying Transaction").

1. Closing

SVX currently expects the Qualifying Transaction to close (the "Closing") on April 8, 2021.

2. Meeting

1. SVX will hold a special meeting of its unitholders on April 6, 2021 at 10:00 a.m. (Toronto time) (the "Meeting") to seek the approval of a special resolution to implement a plan of arrangement to consummate the Qualifying Transaction (the "Arrangement Resolution").
2. At the Meeting, SVX will also seek approval of an ordinary resolution to extend (the "Extension") the date by which SVX has to consummate a qualifying transaction (the "Extension Resolution").  
3. The Extension is only expected to be required if the conditions to Closing are not met or waived by April 8, 2021, and only to the extent required to consummate the Qualifying Transaction.

3. Redemptions

Holders of SVX's Restricted Voting Units ("RVUs") have the following redemption rights:

1. A redemption right in connection with the Extension (the "Extension Redemption")
1. RVUs must be deposited in connection with the Redemption Extension by March 31, 2021 at 5:00 p.m. (Toronto time) 
2. RVUs deposited in connection with the Redemption Extension are expected to be redeemed within five business days after the date of the Meeting
3. Even if the Extension is required, RVUs deposited in connection with the Extension Redemption will be redeemed by SVX 
2. A redemption right in connection with the Qualifying Transaction (the "QT Redemption")
1. RVUs must be deposited in connection with the QT Redemption by April 5, 2021 at 5:00 p.m. (Toronto time)
2. RVUs deposited in connection with the QT Redemption are expected to be redeemed within five business days after the Closing

• The above deadlines for RVUs to be deposited for redemption may be earlier for holders of RVUs through intermediaries and such holders must coordinate redemptions with their intermediaries
• The redemption price per RVU, in connection with both the Extension Redemption and QT Redemption is expected to be US$10.04.

4. Voting

The board of directors of the general partner of SVX has unanimously recommended that holders of RVUs vote FOR both the Arrangement Resolution and the Extension Resolution.

Holders of RVUs that do not wish to become shareholders of InterCure are encouraged to vote FOR both the Arrangement Resolution and the Extension Resolution and exercise either redemption right available to them. Approval of the Arrangement Resolution and the Extension Resolution will ensure that:

(1)	SVX's permitted timeline (otherwise set to expire on April 8, 2021) will not expire – if the Extension Resolution is not approved, SVX may be required to commence its winding up which is expected to delay the payment of redemption proceeds to Holders of RVUs that wish to be redeemed; and
(2)	SVX's listed rights (TSX: SVX.RT.U) do not expire unexercised – In connection with the consummation of the Qualifying Transaction, SVX's Rights will be automatically converted into shares of InterCure without payment of any consideration by their holders pursuant to the Plan of Arrangement.

5. For Further Information

SVX's non-offering prospectus dated March 12, 2021 and management information circular dated March 9, 2021, both of which contain details on the Qualifying Transaction and Meeting, are available on SEDAR at www.sedar.com and at subversivecapital.com/svx.

About SVX

Subversive Acquisition LP is a limited partnership established under the Limited Partnerships Act (Ontario) formed for the purpose of effecting, directly or indirectly, an acquisition of one or more businesses or assets, by way of a merger, amalgamation, arrangement, equity exchange, asset acquisition, equity purchase, reorganization, or any other similar business combination involving SVX that will qualify as its qualifying transaction for the purposes of the rules of the TSX and Neo Exchange Inc. SVX is a special purpose acquisition corporation for the purposes of the rules of the TSX and Neo Exchange Inc.

For more information, visit https://www.subversivecapital.com/svx.

About Subversive Capital

Subversive Capital is a leading investment firm dedicated to investing in radical companies whose core missions subvert the status quo. With almost a decade of experience in the global cannabis industry, Subversive Capital has lead investments in some of the most successful transactions in the industry including the recent launch and closing transaction of Subversive Capital Acquisition Corp. to form The Parent Company (TPCO Holding Corp.) currently traded on the Neo Exchange and OTCQX.

For more information, visit www.subversivecapital.com.

About InterCure (dba Canndoc)

InterCure (TASE: INCR) is the first public company on the Tel Aviv Stock Exchange to hold a valid and permanent license for the medical cannabis value chain through its 100% ownership in Canndoc. Canndoc is a GMP medical cannabis producer. Licensed by the Israeli Ministry of Health since 2008, Canndoc is a leading pioneer in the research, cultivation, production, and distribution of pharma-grade cannabis-based products to patients, hospitals, pharmacies, research and governmental organizations. Through its strategic exclusive collaboration with world leaders, distribution agreement with SLE (100% owned by Teva Pharmaceutical Industry) and long-term sales agreements, Canndoc is well-positioned as a leading and significant player in pharma-grade medical cannabis in Israel, Europe and the United Kingdom.

For more information, visit: http://www.canndoc.com.

Forward–Looking Statements

This press release may contain forward-looking information within the meaning of applicable securities legislation which reflects SVX's current expectations regarding future events. The words "will", "expects", "intends" and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. Specific forward-looking information contained in this press release includes, but is not limited to: statements concerning the completion and proposed terms of, and matters relating to, the Qualifying Transaction, the Meeting, the estimated redemption price per RVU, statements concerning the NASDAQ and TSX listing and unexpected events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond SVX's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: failure to complete the Qualifying Transaction, inability to obtain requisite regulatory or shareholder approvals, changes in general economic, business and political conditions, changes in applicable laws, the U.S. and Canadian regulatory landscapes and enforcement related to cannabis, changes in public opinion and perception of the cannabis industry, reliance on the expertise and judgment of senior management, as well as the factors discussed under the heading "Risk Factors" in the Prospectus, which is available on SEDAR at www.sedar.com. SVX undertakes no obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

View original content:http://www.prnewswire.com/news-releases/subversive-acquisition-lp-provides-update-on-qualifying-transaction-with-intercure-israels-leading-and-fastest-growing-cannabis-company-301257221.html

SOURCE Subversive Acquisition LP

FAQ

When is the expected closing date for Subversive Acquisition's transaction with InterCure?

The expected closing date is April 8, 2021.

What are the redemption rights for holders of Restricted Voting Units (RVUs)?

Holders of RVUs have redemption rights related to both the Extension and Qualifying Transaction, with deadlines on March 31 and April 5, 2021, respectively.

What is the significance of the meeting scheduled on April 6, 2021?

The meeting is to seek approval for the Arrangement Resolution necessary to consummate the Qualifying Transaction.

What is the estimated redemption price for RVUs?

The estimated redemption price per RVU is expected to be US$10.04.

What will happen if the Arrangement Resolution is not approved?

If the resolution is not approved, SVX may be required to commence winding up, delaying payment of redemption proceeds.