FG Acquisition Corp. (TSX: FGAA.U) (TSX: FGAA.WT.U) ("the Corporation") has announced the receipt of a final prospectus, paving the way for the anticipated closing of its Qualifying Acquisition in September 2024. This significant development follows the release of the final prospectus on 2 August 2024, which outlines the Corporation's proposed acquisition of Strong/MDI Screen Systems, Inc. ("MDI") from Strong Global Entertainment, Inc. ("Strong Global").
The final prospectus, filed with securities regulators across Canada (excluding Quebec), provides comprehensive details of the Qualifying Acquisition and is publicly available on SEDAR+ at www.sedarplus.ca. Holders of the Corporation's Class A restricted voting shares ("Class A Restricted Voting Shares") will receive copies of the prospectus in the coming days.
The Qualifying Acquisition presents shareholders with a crucial decision. Holders of Class A Restricted Voting Shares have the right to redeem all or a portion of their shares before a deadline to be announced by the Corporation via press release. This "Redemption Election Deadline" will be communicated in a "Notice of Redemption," which will be mailed to all shareholders and made accessible on SEDAR+.
Similarly, holders of share purchase warrants of FGAC ("IPO Warrants"), excluding FGAC Investors LLC and CG Investments VII Inc. (collectively "the Sponsors"), have the right to request the Sponsors purchase their warrants at a price of US$1.25 per warrant. This option is available until a designated "IPO Warrant Deposit Deadline," which will be announced and detailed in a "Notice of Qualifying Transaction" distributed to all warrant holders and available on SEDAR+.
Advisors and Corporate Information
Goodmans LLP serves as legal counsel to the Corporation, while Gowling WLG represents Strong Global and MDI.
FG Acquisition Corp. is a special purpose acquisition company established under British Columbian law, with the objective of acquiring one or more businesses or assets through various means, including mergers, amalgamations, share exchanges, and asset acquisitions. The Corporation is led by Kyle Cerminara as Chairman, Larry Swets, Jr. as Director and Chief Executive Officer, and Hassan R. Baqar as Director and Chief Financial Officer. Robert I. Kauffman, a former co-founder and Principal of Fortress Investment Group, provides guidance as a Senior Advisor.
Forward-Looking Statements
This announcement contains forward-looking information, reflecting the Corporation's current expectations regarding future events, including the closing date of the Qualifying Acquisition. These statements are based on assumptions and subject to inherent risks and uncertainties beyond the Corporation's control, which could lead to significant deviations from anticipated outcomes. The Corporation is not obligated to update such forward-looking information unless expressly required by law.
