NEW YORK, Oct. 15, 2018 /PRNewswire/ -- MTech Acquisition
Corp. (NASDAQ: MTEC) ("MTech"), the first US-listed Special Purpose
Acquisition Company focused on acquiring a business ancillary to
the cannabis industry, and MJ Freeway LLC ("MJ Freeway"), a leading
seed-to-sale technology provider and developer of the cannabis
industry's first enterprise resource planning platform, will hold a
listen-only conference call on October 16,
2018 at 4:00 p.m. ET
(1:00 p.m. PT) to discuss the
previously announced definitive merger agreement.
The conference call will be broadcast live and available to all
interested persons by dialing the following numbers:
U.S. dial-in number: 877-407-0789
International dial-in number: 201-689-8562
Conference ID: 13684293
Please call the conference telephone number 5-10 minutes prior
to the start time. An operator will register your name and
organization.
The conference call will be available for replay for 14 days
following the call by dialing the following numbers:
Toll-free replay number: 844-512-2921
International replay number: 412-317-6671
Replay ID: 13684293
The information on the conference call will correspond to an
investor presentation filed as an exhibit to the Current Report on
Form 8-K filed by MTech on October 11,
2018 and all information provided on the conference call
will be qualified by the information contained in such investor
presentation. Investors should not rely on any information other
than that contained in the investor presentation and, when filed,
the Registration Statement on Form S-4.
Summary of Transaction
Under the terms of the merger agreement, each of MTech and MJ
Freeway will merge with newly formed subsidiaries of a newly-formed
holding company ("Pubco"), which itself is a newly formed
subsidiary of MTech. As a result of such mergers, MJ Freeway
equityholders will receive new shares of Pubco and MTech security
holders will exchange their securities of MTech for securities of
Pubco.
About MJ Freeway
MJ Freeway® is the largest global cannabis technology company
having tracked more than $10 billion
in sales with clients in Australia, Europe, South
America, New Zealand,
Africa, Canada, and the
United States in 29 states and the District of Columbia. Founded in 2010 by
technologists creating tech specifically for cannabis businesses,
MJ Freeway's tracking software includes inventory control and grow
management applications to streamline workflow and increase
efficiency. MJ Freeway's Leaf Data Systems software solution
enables governments to track cannabis plants from seed-to-sale and
ensure patient, public, and product safety. MJ Freeway also offers
a complete suite of professional consulting services for cannabis
businesses. For more information, visit mjfreeway.com.
About MTech Acquisition Corp.
MTech Acquisition Corp. is a blank check company formed for the
purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or
other similar business combination with one or more businesses or
entities. MTech's efforts to identify a prospective target
business will not be limited to a particular industry or geographic
region, although MTech intends to focus its search on companies
ancillary to the cannabis industry, with a particular sector focus
that includes compliance, business intelligence, brand development
and media.
MTech is led by Executive Chairman Steven Van Dyke and Chief Executive Officer
Scott Sozio.
Forward Looking Statements
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside MTech's, MJ Freeway's or Pubco's control, that
could cause actual results or outcomes to differ materially from
those discussed in the forward-looking statements. Important
factors, among others, that may affect actual results or outcomes
include: the inability to obtain MTech stockholder approval of the
business combination, the inability to complete the transaction
contemplated by the merger agreement because of failure of closing
conditions or other reasons; the inability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, the amount of cash
available following any redemptions by MTech stockholders; the
ability of Pubco to meet the listing standards of The Nasdaq Stock
Market following the consummation of the transactions contemplated
by the merger agreement; costs related to the proposed business
combination; MJ Freeway's ability to manage growth; the reaction of
MJ Freeway's customers and suppliers to the business combination;
Pubco's ability to identify and integrate other future
acquisitions; rising costs adversely affecting MJ Freeway's
profitability; adverse changes to the legal environment for the
cannabis industry; and general economic and market conditions
impacting demand for MJ Freeway's products and services. See
the risk factors disclosed in the S-4/proxy statement for the
business combination for additional risks associated with the
business combination. None of MTech, Pubco or MJ Freeway
undertakes any obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
Additional Information About the Transaction and Where to
Find It
For additional information on the proposed transaction, see
MTech's Current Report on Form 8-K, dated October 11, 2018.
The proposed transaction will be submitted to shareholders of
MTech for their approval. In connection with the proposed
business combination, Pubco will file with the SEC a registration
statement on Form S-4 for the Pubco securities to be issued to
MTech and MJ Freeway security holders at the closing of the
business combination, which registration statement will contain
preliminary and definitive proxy statements of MTech in connection
with a special meeting of the stockholders of MTech to consider and
vote on the business combination and related matters. Pubco
and MTech will mail the definitive registration statement on Form
S-4 containing the definitive proxy statement and other relevant
documents to its stockholders in connection with the meeting.
Investors and security holders of MTech and MJ Freeway are advised
to read, when available, the draft of the registration statement,
the preliminary proxy statement, and amendments thereto, and the
definitive registration statement and proxy statement, which will
contain important information about the proposed business
combination and the parties to it. The registration statement and
definitive proxy statement will be mailed to stockholders of MTech
as of a record date to be established for voting on the proposed
business combination. Stockholders will also be able to
obtain copies of the registration statement and proxy statement,
without charge, once available, at the SEC's website at www.sec.gov
or by directing a request to: MTech Acquisition Corp., 10124
Foxhurst Court, Orlando, Florida,
32836, attention: Chief Executive Officer.
Participants in the Solicitation
MTech, Pubco, MJ Freeway, and their respective directors,
executive officers and other members of their management and
employees, under SEC rules, may be deemed to be participants in the
solicitation of proxies of MTech stockholders in connection with
the proposed business combination. Investors and security
holders may obtain more detailed information regarding the names,
affiliations and interests of MTech's directors in the final
prospectus for MTech's initial public offering dated as of
January 29, 2018 and that was filed
with the SEC on January 30, 2018, and
well as in any annual reports on Form 10-K that may be filed with
the SEC. Additional information regarding the participants in
the proxy solicitation and a description of their direct and
indirect interests will be contained in the proxy statement when it
becomes available.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
Media Contact:
Jon Goldberg
KCSA Strategic Communications
Tel. 212.896.1282
Email: jgoldberg@kcsa.com
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SOURCE MTech Acquisition Corp.
