RE: 4D merger company files to extend date18 Nov 2020 10:13
Matt 521
I've always stated that the best way to view this "merger" is that it's a placing at a premium (£1.10) to the closing price when the deal was announced of around 93p.
Longevity shareholders acquire 13.1% of the enlarged share capital of the Company (150,000,000 shares approx.) for the $14.6 million. I calculate that after liabilities ($1.86 million) and costs it's around £9 million. The shareholders get 7.5315 new shares for every Longevity share held and one 4D ADS for every 8 shares held. The big attraction is the Nasdaq listing, still planned for mid January. It would appear that in its articles, Longevity had a clause stating that it had to complete a deal as a SPAC by 30th November 2020. That's why they are holding the special meeting around the 20th November to authorise the extension to May 2021, which is obviously comfortably beyond the completion date envisaged of January 2021.
This was all flagged up in the original rns of 22nd October:
"Longevity intends to hold a shareholder meeting on or around 20 November 2020 in order to extend its Business Combination Deadline to 29 May 2021, thereby allowing sufficient time for all of the Conditions to be satisfied and for the Transaction to complete. 4D has received an irrevocable undertaking from Whale to vote in favour of the resolutions to effect the Transaction to be proposed at the general meeting of Longevity Shareholders in respect of holdings totalling, in aggregate, 1,250,000 Longevity Shares, representing 48 per cent. of Longevity 's outstanding shares of common stock.
The Transaction is currently expected to become effective in early 2021, subject to the approval of 4D Shareholders, Longevity Shareholders and the SEC review process."