OG DNA Genetics Inc. has amended the Original Offer (as defined below) to extend the expiry of the Offer to 5:00 p.m. (Toronto time) on December 16, 2024, unless the Offer is further varied, extended or withdrawn (all as outlined in more detail below).
All other terms of the Original Offer remain the same except for certain changes outlined below.
Los Angeles, California--(Newsfile Corp. - December 4, 2024) - OG DNA Genetics Inc. ("DNA" or the "Corporation") hereby gives notice that it is exercising its right to vary the terms of its offer dated September 27, 2024 (as first varied and extended on November 8, 2024, the "Original Offer") to now extend the expiry of the Offer to 5:00 p.m. (Toronto time) (the "Expiry Time") on December 16, 2024, unless the Offer is further varied, extended or withdrawn by DNA. All other terms of the Original Offer remain unchanged. The Original Offer, as varied and extended hereby, is referred to herein as the "Offer".
This Notice of Variation and Extension should be read in conjunction with the offer to purchase ("Offer to Purchase") and the accompanying issuer bid circular ("Circular") dated September 27, 2024 (as first varied and extended on November 8, 2024) and the related letter of transmittal (as deemed to be amended by the notice of variation and extension dated November 8, 2024, and as deemed to be further amended hereby in the manner described hereinafter, the "Letter of Transmittal") which accompanied the Offer to Purchase and Circular (all such documents, as amended or supplemented from time to time, collectively constitute and are herein referred to as, the "Offer Documents"). Except as otherwise set forth herein, the terms and conditions set forth in the Offer Documents continue to be applicable in all respects. Unless the context requires otherwise, capitalized terms used in this Notice of Variation and Extension and not defined herein that are defined in the Offer to Purchase and Circular have the respective meanings ascribed thereto in the Offer to Purchase and Circular.
Shareholders who have already validly tendered Common Shares and do not wish to withdraw the tender of those Common Shares or increase the number of Common Shares tendered do not need to take any further action to accept the Offer and receive the Purchase Price per Share (as described in the Offer Documents). Each Shareholder who has properly deposited Common Shares and who has not withdrawn such Common Shares will receive the Purchase Price, payable in cash (subject to applicable withholding taxes, if any), without interest, for all Common Shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to proration and the preferential acceptance of Odd Lots (as defined in the Original Offer).
The Letter of Transmittal is hereby deemed to be amended to give effect to this Notice of Variation and Extension, and all references to "December 2, 2024" therein shall instead be read to refer to "December 16, 2024".
The Offer now expires at 5:00 p.m. (Toronto time) on December 16, 2024, unless further varied, extended or withdrawn.
All dollar references in this Notice of Variation and Extension are in United States dollars unless otherwise indicated.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY RECOMMENDATION ON BEHALF OF THE CORPORATION OR THE BOARD OF DIRECTORS AS TO WHETHER SHAREHOLDERS SHOULD DEPOSIT OR REFRAIN FROM DEPOSITING COMMON SHARES UNDER THE OFFER, OR AS TO THE PRICE OR PRICES AT WHICH TO DEPOSIT COMMON SHARES UNDER THE OFFER. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS IN CONNECTION WITH THE OFFER OTHER THAN AS SET FORTH IN THE OFFER DOCUMENTS. IF GIVEN OR MADE, ANY SUCH RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION, THE BOARD OF DIRECTORS, INFOR FINANCIAL OR THE DEPOSITARY.
Any questions or requests for information regarding the Offer should be directed to the Depositary at the addresses, telephone numbers or email addresses set forth on the last page of the Offer to Purchase and Circular.
INFORMATION FOR UNITED STATES SHAREHOLDERS ONLY
The Offer is made by DNA, a Canadian issuer, for its own securities. Shareholders in the United States are permitted to participate in the Offer on the same terms as Shareholders outside the United States. However, while the Offer to Purchase and the Circular are subject to disclosure requirements under the laws of the provinces and territories of Canada, Shareholders should be aware that these disclosure requirements are different from those under the laws of the United States or other jurisdictions.
The enforcement by Shareholders of civil liabilities under United States federal securities laws may be adversely affected by the fact that the Corporation is incorporated under the laws of the Province of British Columbia. Enforcement of civil liabilities under U.S. securities laws may further be affected adversely by the fact that some or all of the experts named in the Offer to Purchase and the Circular may be residents of Canada. It may be difficult to compel such parties to subject themselves to the jurisdiction of a court in the United States or to enforce any judgment obtained from a court of the United States.
Shareholders should be aware that acceptance of the Offer may have tax consequences under United States law and under Canadian law. See "Issuer Bid Circular - Certain United States Federal Income Tax Considerations" and "Issuer Bid Circular - Certain Canadian Federal Income Tax Considerations" for a general summary of federal income tax considerations in respect of the Offer under United States law and under Canadian law, respectively. The Circular does not address any income tax or other tax consequences in jurisdictions outside of the United States and Canada. Furthermore, Shareholders should consult their own tax advisors regarding the specific tax considerations applicable to them with respect to the disposition of Common Shares under the Offer.
This transaction has not been approved or disapproved by the United States Securities and Exchange Commission (the "SEC") or any state securities commission, nor has the SEC or any state securities commission passed on the accuracy or adequacy of the Offer. Any representation to the contrary is a criminal offence.
The Offer (as defined above) has not been approved or disapproved by any securities regulatory authority nor has any securities regulatory authority passed upon the fairness or merits of the Offer or upon the adequacy of the information contained in this document. Any representation to the contrary is an offence.
This document does not constitute an offer or a solicitation to any person in any jurisdiction in which such offer or solicitation is unlawful. The Offer is not being made to, and deposits will not be accepted from or on behalf of, Shareholders (as defined above) in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the laws of any such jurisdiction. However, OG DNA Genetics Inc. may, in its sole discretion, take such action as it may deem necessary to make the Offer in any such jurisdiction and to extend the Offer to Shareholders in any such jurisdiction in accordance with applicable laws.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
The heading entitled "Special Note Regarding Forward-Looking Statements" in the Offer to Purchase and Circular is hereby incorporated by reference in full, and Shareholders are urged to review such section.
NOTICE OF VARIATION AND EXTENSION
As set forth in more detail in this Notice of Variation and Extension, DNA has varied the Offer to extend the expiry of the Offer to 5:00 p.m. (Toronto time) on December 16, 2024, unless the Offer is further varied, extended or withdrawn by DNA, in order to give Shareholders additional time to respond to the Offer. All other terms of the Original Offer remain unchanged.
Shareholders may continue to tender their Common Shares using the original Letter of Transmittal which was mailed to shareholders with the Original Offer.
To the holders of Common Shares:
1. RECENT DEVELOPMENTS
On November 8, 2024, the Corporation gave notice to the Depositary to the effect that it was extending the expiry time of the Offer to 5:00 p.m. (Toronto time) on December 2, 2024, unless the Offer is further varied, extended or withdrawn by the Corporation.
On December 2, 2024, the Corporation gave notice to the Depositary to the effect that it was further extending the expiry time of the Offer to 5:00 p.m. (Toronto time) on December 16, 2024, unless the Offer is further varied, extended or withdrawn by the Corporation.
2. EXTENSION OF THE OFFER
By notice to the Depositary given on December 2, 2024, the Corporation extended the expiry of the Offer to 5:00 p.m. (Toronto time) on December 16, 2024.
In connection with the extension of the Offer, all references to the December 2, 2024 Expiry Date in the Offer to Purchase and Circular and in the original Letter of Transmittal are amended to refer to December 16, 2024.
3. AGREEMENTS, COMMITMENTS, OR UNDERSTANDINGS WITH SECURITYHOLDERS
There are no agreements, commitments or understandings, made or proposed to be made, between DNA and any security holder of DNA relating to the Offer.
4. ACCEPTANCE OF OFFER
To the knowledge of the Corporation and its directors and officers, after reasonable enquiry, no person or company referred to in the Circular under "Ownership of DNA's Securities; Arrangements Concerning Securities" has indicated any present intention to deposit any of such person's or company's Common Shares under the Offer.
However, in the event that the circumstances or decisions of any such persons or companies change, they may decide to tender Common Shares to the Offer or sell their Common Shares during the period prior to the Expiry Time. See "Ownership of DNA's Securities; Arrangements Concerning Securities" for information relating to the number of Common Shares held by each of the directors and officers of DNA and such other persons referred to in this Circular under "Ownership of DNA's Securities; Arrangements Concerning Securities".
5. MANNER OF ACCEPTANCE
Common Shares may be tendered under the Offer in accordance with the provisions set forth in the Offer to Purchase under the heading "Procedure for Depositing Common Shares".
Shareholders who have already validly tendered Common Shares and do not wish to withdraw the tender of those Common Shares or increase the number of Common Shares tendered do not need to take any further action to accept the Offer and receive the Purchase Price per Share.
6. TAKE-UP AND PAYMENT FOR DEPOSITED COMMON SHARES
Except as otherwise set forth in this Notice of Variation and Extension, including in respect of those changes to certain references, provisions and disclosure in the Offer to Purchase and Circular relating to the amended terms of the Offer, DNA will take-up and pay for Common Shares validly tendered under the Offer and not withdrawn as set forth in the Offer to Purchase under "Acceptance for Payment and Payment for Common Shares".
7. WITHDRAWL OF DEPOSITED COMMON SHARES
Shareholders have the right to withdraw Common Shares tendered under the Offer in the circumstances and in the manner set forth in the Offer to Purchase under "Withdrawal Rights" and in the Circular under "Withdrawal Rights".
8. OTHER AMENDMENTS AND VARIATIONS TO OFFER DOCUMENTS
Consequential amendments in accordance with this Notice of Variation and Extension are deemed to be made, where required, to the Offer Documents. Except as otherwise set forth in this Notice of Variation and Extension, the terms and conditions set forth in the Offer to Purchase and Circular continue to remain in effect, unamended. As described above, the Letter of Transmittal is hereby deemed to be amended to give effect to this Notice of Variation and Extension, and all references to "December 2, 2024" therein shall instead be read to refer to "December 16, 2024".
9. STATUTORY RIGHTS
Securities legislation of the provinces and territories of Canada provides security holders of the offeree issuer with, in addition to any other rights they may have at law, one or more rights of rescission, price reversion or to damages if there is a misrepresentation in a circular or notice that is required to be delivered to those security holders. However, such rights must be exercised within prescribed time limits. Security holders should refer to the applicable provisions of the securities legislation of their province or territory for particulars of those rights or consult a lawyer.
10. DIRECTOR'S APPROVAL
The contents of this Notice of Variation and Extension have been approved, and the sending of this Notice of Variation and Extension to Shareholders has been authorized, by the Board of Directors of the Corporation.
CERTIFICATE
December 4, 2024
The Offer to Purchase and the Circular, as amended by the foregoing, contain no untrue statement of a material fact and do not omit to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.
(Signed) REZWAN KHAN
President
rezwan@dnagenetics.com
619-250-5445
On behalf of the Board of Directors:
(Signed) AARON YARKONI
Director
(Signed) DONALD MORRIS
Director, Co-Chief Executive Officer
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/232433