Avista Healthcare Pub Acq - AHPAU,W
Lock-up
Our initial shareholders have agreed not to transfer, assign or sell any of their shares of Class A common stock, which were originally issued as Founder Shares, until the earlier to occur of: (a) one year after the completion of our Business Combination, (b) the first date the closing price of the Class A common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the effective time or
s-4 Nov 9 2018 Concurrently with the signing of the Merger Agreement, AHPAC entered into a subscription agreement (the "Subscription Agreement") with the PIPE Investors for the purchase and sale of 9,022,741 shares of ORGO Class A common stock and 4,100,000 PIPE warrants (the "equity financing") for an aggregate purchase price of $46 million, to be consummated concurrently with the consummation of the business combination. The effective price to the PIPE Investors of the equity financing is approximately $5.10 per share of ORGO Class A common stock. The PIPE Investors also purchased, concurrently with the execution and delivery of the Merger Agreement, 3,221,050 shares of Organogenesis common stock for an aggregate purchase price of $46 million, or approximately $14.28 per share of Organogenesis common stock (such subscription, collectively with the equity financing, the "private investment"). The purpose of the private investment is to fund the business combination and related transactions and for general corporate purposes. The effective price of the private investment to the PIPE Investors is approximately $5.91 per share of ORGO Class A common stock across their aggregate $92 million investment. As a result of the incremental surrender of founder shares agreed to by the Class B Holders in connection with the equity financing pursuant to the terms of the Parent Sponsor Letter Agreement,the effective price of the equity financing to ORGO is approximately $7.035 per share of ORGO Class A common stock. The warrants surrendered by the Class B Holders do not impact these calculations, as no purchase price was allocated to the warrants in light of the exercise price of the warrants.
CANTON, Mass. and NEW YORK, Dec. 10, 2018 /PRNewswire/ -- Organogenesis Holdings Inc. today announced the completion of its previously announced business combination between Organogenesis Inc. and Avista Healthcare Public Acquisition Corp. ("AHPAC"). The transaction was approved by AHPAC's shareholders at an extraordinary general meeting, and by Organogenesis Inc.'s stockholders at a special meeting, each held on December 10, 2018.
As previously reported, affiliates of Avista Capital Partners ("Avista"), a leading private equity firm, have invested a total of $92 million in the combined company in conjunction with the business combination.
the proposed symbols "ORGO" and "ORGOW" respectively.
Announces merger target - Organogenesis. Cision Link
Prelim Proxy to approve merger or redeem and seperately to extend. Vote to extend from October 14, 2018 to February 15, 2019
A special resolution, being the affirmative vote of holders of at least two-thirds of the public shares and the Company's Class B ordinary shares, par value $0.0001 per share (the "Class B ordinary shares" and, together with the public shares, the "Ordinary Shares") represented in person or by proxy and entitled to vote thereon at the extraordinary general meeting (voting together as a single class) will be required to approve the Extension Amendment Proposal. The affirmative vote of holders of sixty five percent (65%) of the issued and outstanding Ordinary Shares will be required to approve the Trust Amendment Proposal.
As of August 14, 2018, Parent had $315,299,761.92 in a trust account
To conduct Pipe priced at $7.04. ????
Unit = 1 com + 1 wt.
Two warrants + 11.50. Call 24.
Trust estimated $10.17 in 8/21 proxy.
24 Months - IPO closed October 14, 2016
Credit Suisse
Deal Terminated Feb 14.
Deal Announced 8/21/17
The Transaction Agreement ...... is conditioned on there being at least $260 million of available funds, collectively from the trust account and proceeds from the equity financing (if any), after giving effect to redemptions...
AHPAC may enter into equity financing in connection with the proposed business combination through a private placement offered to a limited number of accredited investors...The purpose of the equity financing includes raising additional funds, up to a maximum of $75 million, to fund the business combination and related transactions
EAST MILLSTONE, N.J. and NEW YORK, Aug. 21, 2017 /PRNewswire/ -- Avista Healthcare Public Acquisition Corp. AHPA 1.47% ("AHPAC"), and Envigo International Holdings, Inc. ("Envigo" or the "Company"), a leading early stage non-clinical contract research organization ("CRO") offering a diverse set of non-clinical discovery and safety assessment services as well as laboratory animal science tools, jointly announced that they have entered into a definitive merger agreement. Under the terms of the agreement, Envigo will become a wholly-owned subsidiary of AHPAC, which will be re-named Envigo International Holdings, Inc. and is expected to be listed on the NASDAQ stock exchange as of closing of the proposed transaction. The combined company will have an anticipated initial enterprise value of approximately $924 million, or 10.6x Envigo's estimated Calendar Year 2018 Pro Forma Adjusted EBITDA.
AHPA: The transaction values Envigo at $924MM, or 10.6x the firm’s 2018 EBITDA guidance, and the firm would be 3.9x levered on a trailing twelve month basis. The AHPA sponsor would give 50% of its founders’ shares to Envigo’s owners, sell Envigo’s owners 25% of its private placement warrants, pay down $193MM of Envigo debt, and provide $100MM of cash consideration. AHPA public equity holders and sponsors would own 53.6% of the firm’s equity, with Envigo’s owners retaining 46.4%. The firm’s presentation compares Envigo to Charles River (CRL), Parexel (PRXL), INC Research (INCR), and Lab Corp (LH).
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Private-equity firm Avista Capital Partners
Credit Suisse is serving as the sole book-running manager for the offering.
Initial public offering of 30,000,000 units at a price of $10.00 per unit. The units will be listed on the NASDAQ Capital Market and trade under the ticker symbol "AHPAU" beginning October 11, 2016. Each unit consists of one Class A ordinary share and one warrant to purchase one-half of one Class A common share. Two warrants may be exercised for one whole Class A ordinary share at a price of $11.50 per share.