The PYURE Company Inc. entered into a business combination agreement to acquire VM Hotel Acquisition Corp. (TSX:VMH.U) from a group of shareholders for approximately $240 million in a reverse merger transaction.
The Qualifying Acquisition is subject to certain customary closing conditions, as well as the condition that Pyure completes a debt or equity financing round of at least $15 million prior to closing, obtaining certain regulatory approvals, (including the approval of the TSX), approval of the board of directors of VMH and Pyure, expirations or terminations of waiting periods imposed by any governmental authority necessary to effect the transactions shall have occurred, been filed or obtained, the continued listing of VMH's common shares on the TSX and the listing of the consideration shares on the TSX shall have been approved, the aggregate number of Dissenting shares shall not exceed 2.5% of the aggregate number of Pyure shares outstanding immediately prior to the effective time. Certain shareholders of Pyure will be required to enter into a lock-up agreement pursuant to which they will agree not to, directly or indirectly, sell assign or transfer the New Pyure Common Shares held. Similarly, VM HA Sponsor LP and VM HA Sponsor Corp., the sponsors of VMH, and certain VMH directors will also be required to enter into a lock-up agreement not to, directly or indirectly, sell assign or transfer the VMH founders shares held. The board of directors of Pyure has approved the agreement. Certain shareholders of Pyure, representing the holders of at least that number of Pyure shares, respectively, required to approve the acquisition, have entered into support agreements whereby such shareholders have agreed to approve the acquisition. As of November 24, 2022, VMH shareholders has approved the resolution to extend the date by which VMH has to consummate a qualifying acquisition from November 30, 2022 to March 31, 2023. As of February 13, 2023, VMH announced that it is seeking approval for an extension of the permitted timeline to consummate the qualifying acquisition from March 31, 2023 to September 30, 2023. The transaction is expected to close in the fourth quarter of 2022. The transaction is expected to close in the first quarter of 2023.
Echelon Wealth Partners Inc. acted as financial advisors to VMH. Mark Spiro and David Coll-Black of Goodmans LLP and Hodgson Russ LLP are serving as legal counsel to VMH. Thomas Desbiens of DSL Legal acted as legal advisor to Pyure. TSX Trust Company acted as transfer agent to VMH. KPMG LLP (Canada) acted as accountant to VMH while Deloitte & Touche LLP acted as accountant to Pyure.