OVO.P Will Combine with The Ledger Group to Build
a Balanced Portfolio of Blockchain Technology Investments and
Cryptocurrencies
/NOT FOR DISTRIBUTION TO US WIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES OF
AMERICA/
Trading Symbol: TSX-V: OVO.P
TORONTO, Nov. 20, 2017 /CNW/ - OV2 Investment 1 Inc. (the
"Company" or "OVO") (TSXV: OVO.P), a Capital Pool Company, is
pleased to announce that it has entered into a non-binding letter
of intent dated November 20, 2017
(the "Letter of Intent") with The Ledger Group Inc. ("The Ledger
Group") to combine business operations. The proposed combination
will result in a reverse takeover of the Company by The Ledger
Group and its shareholders. The Company will change its name to The
Ledger Group Inc. as a result of this transaction.
OVO is a Capital Pool Company ("CPC") and intends the
Transaction to constitute its Qualifying Transaction under the
policies of the TSX Venture Exchange (the "Exchange"). The
Transaction will not be an arm's length transaction as The Ledger
Group Inc. is controlled by the founders of OVO. As such, a
majority of the arms-length shareholders of the Company will be
required to vote in favor of the Transaction.
The Transaction
Under the Letter of Intent, The Ledger Group and the Company
will enter into a business combination by way of a share exchange,
merger, amalgamation, arrangement or other similar form of
transaction (the "Transaction"). The final structure of the
Transaction is subject to receipt of tax, corporate and securities
law advice for both The Ledger Group and the Company. The Ledger
Group, as resulting issuer from the Transaction, will be an
investment issuer within the meaning of the policies of the
Exchange.
Under the Transaction, the holders of the issued and outstanding
common shares of The Ledger Group (the "The Ledger Group Common
Shares") will receive, for each of The Ledger Group Common Share
held, securities of the issuer resulting from the Transaction
determined by dividing the price for The Ledger Group Common Share
immediately prior to the effective date of the Transaction by the
deemed price per common share of OVO, which will be equal to
$0.40 (the "Exchange Ratio").
OVO's shares have been halted from trading as a result of the
announcement of the Transaction. OVO expects that trading in its
common shares will remain halted pending closing of the Qualifying
Transaction. The common shares of OVO may trade sooner, only upon
Exchange approval and the filing of required materials with the
Exchange as contemplated by Exchange policy. Sponsorship of a
Qualifying Transaction of a CPC is also required by the Exchange
unless exempt in accordance with Exchange policies or waived by the
Exchange. The Transaction may require sponsorship and while OVO
intends to request that this requirement be waived, it plans to
provide a news release update should a sponsor be retained.
Completion of the Transaction is subject to a number of other
conditions including, but not limited to, Exchange acceptance and,
if applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the Transaction
cannot close until the required shareholder approval is obtained
and all other conditions of the Transaction have been satisfied or
waived. There can be no assurance that the Transaction will be
completed as proposed or at all. Investors are cautioned that,
except as disclosed in the management information circular or
filing statement to be prepared in connection with the Transaction,
any information released or received with respect to the
Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a CPC should be
considered highly speculative.
Private Placement Financings For The Ledger Group
The Ledger Group intends to close an initial private placement
of up to $2,000,000 Ledger Group
Common Shares, followed by a second financing set to close
contemporaneous with the closing of the Qualifying Transaction, the
price, size and terms of which will be priced in accordance with
the market at the time (the "Private Placements"). The Ledger Group
Common Shares issued under the Private Placements will
automatically convert into common shares of OVO in connection with
the closing of the Transaction, subject to adjustment in accordance
with the Exchange Ratio.
About The Ledger Group Inc.
The Ledger Group Inc. was incorporated under the laws of
Canada in November, 2017 by the
founders and promoters of OVO. It currently has nominal
assets. The Ledger Group proposes to engage in the business
of building and managing a balanced portfolio of blockchain enabled
companies, tokens and cryptocurrencies. The Ledger Group will (i)
invest in early stage and emerging blockchain issuers; (ii) invest
in blockchain companies in support of a blockchain ecosystem; and
(iii) hold a portfolio of cash, cryptocurrencies and tokens.
The Ledger Group intends to actively pursue investments in these
areas and expects to complete one or more initial investments prior
to the completion of the Transaction.
The Management team of The Ledger Group includes Adam Adamou, a venture capitalist, investment
banker and M&A specialist who will act as Chief Executive
Officer of The Ledger Group Inc., and Babak
Pedram, a business development specialist will head the
business development efforts as Chief Operating Officer. The Board
of Directors is Chaired by Sheldon
Pollack, technology entrepreneur and technology investor and
includes Eric Apps who will also
serve as General Counsel to the Corporation. These individuals are
the sole shareholders of The Ledger Group and were also involved in
the formation and listing of the Company and serve on its board of
directors. Adam Adamou, the CEO of
The Ledger Group, also serves as the CFO of OVO.
The Exchange has not passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents
of this press release.
A comprehensive press release will be issued by OVO when a
definitive agreement is finalized with The Ledger Group Inc.
(www.theledger.group).
CAUTIONARY STATEMENT:
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this press release.
Certain information in this press release may contain
forward-looking statements. This information is based on current
expectations that are subject to significant risks and
uncertainties that are difficult to predict. Actual results might
differ materially from results suggested in any forward-looking
statements. The Company assumes no obligation to update the
forward-looking statements, or to update the reasons why actual
results could differ from those reflected in the forward
looking-statements unless and until required by securities laws
applicable to the Company. Additional information identifying risks
and uncertainties is contained in the Company's filings with the
Canadian securities regulators, which filings are available at
www.sedar.com.
SOURCE OV2 Investment 1 Inc.