If completed, the business combination will create a public company headquartered in Toronto, Canada and focused on an AI-driven fintech marketplace as well as buying and AI-enabling traditional companies to generate higher returns for its shareholders.
Nobul AI Corp. announced that they have entered into a definitive Business Combination Agreement (the “Business Combination Agreement”) under which the shareholders of Nobul will become the majority holders of the combined company. If completed, the business combination will create a public company headquartered in Toronto, Canada and focused on an AI-driven fintech marketplace as well as buying and AI-enabling traditional companies to generate higher returns for its shareholders.
In connection with the transaction, the combined company will apply for listing on the NASDAQ and TSX. Listing will be subject to the satisfaction of all listing requirements and approval of the NASDAQ and TSX. The executive team of Nobul will serve as the executive team of the combined company, led by Regan McGee, Nobul’s Founder, Chief Executive Officer and Chairman.
“We are excited to enter into a definitive business combination agreement with Nobul, a high-growth technology company focused on generating strong returns for its shareholders,” said Paul Medeiros, Chairman of the Board of Directors of Check-Cap. “Following a comprehensive and thorough review of strategic alternatives, Check-Cap’s Board of Directors concluded that the proposed transaction with Nobul is in the best interest of our shareholders. We intend to hold a special meeting of Check-Cap shareholders in the coming months to vote on this business combination.”
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“The proposed business combination with Check-Cap is expected to be a transformative step forward in the execution of our mission to deliver value to our shareholders. Nobul has a proven track record of successful M&A and PE transactions, and this merger will give us a platform to pursue many more of these opportunistic transactions as a public company,” stated Mr. McGee.
The proposed transaction has been approved by the board of directors of both companies. The business combination is subject to the approval of Check-Cap shareholders at a special meeting of shareholders, in accordance with provisions of Israeli Companies Law, along with the satisfaction or waiver of other customary conditions including regulatory and exchange approvals. The special meeting of shareholders is expected to occur in the coming months.
Kingswood Capital Partners LLC provided a verbal Fairness Opinion to Check-Cap’s Board of Directors and ArcStone Securities and Investment Corp. acted as a financial advisor to Check-Cap in connection with the transaction.
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