Rise Capital Corp. (TSXV: RSE.P) ("Rise") and MiniLuxe, Inc.
("MiniLuxe") are pleased to provide an update with respect to the
arm’s length business combination between Rise and MiniLuxe,
pursuant to which Rise will acquire all of the issued and
outstanding securities of MiniLuxe (the "Transaction"). Upon
completion, the Transaction will constitute a reverse take-over of
Rise by MiniLuxe, with the resulting company (the "Resulting
Issuer") to be renamed "MiniLuxe Holding Corp."
In anticipation of the completion of the
Transaction, MiniLuxe FinCo Corp. ("FinCo"), a single-purpose
corporation established for the purposes of facilitating the
Transaction, has completed a private placement (the "Private
Placement") of subscription receipts (the "Subscription Receipts")
for aggregate gross proceeds of approximately CDN$10 million at a
price of CDN$1.20 per Subscription Receipt. Each Subscription
Receipt will be automatically converted immediately prior to the
closing of the Transaction into one common share of FinCo,
following which as part of the Transaction FinCo will amalgamate
with a wholly-owned subsidiary of Rise and the common shares of
FinCo, including the common shares issued on conversion of the
Subscription Receipts, will be exchanged for an equal number of
subordinate voting shares of the company resulting from the
Transaction (the "Resulting Issuer") in accordance with the terms
of the Transaction. The Private Placement was non-brokered, and no
finder's fees were paid by FinCo, Rise or MiniLuxe in connection
with the Private Placement.
The proceeds from the Private Placement
currently being held in escrow until the satisfaction of certain
escrow release conditions, including confirmation that all
conditions precedent to the Transaction, other than the release of
such proceeds, have been satisfied.
Rise and MiniLuxe also wish to confirm that: (i)
at Rise's shareholders meeting held on September 30, 2021 all
resolutions put before the shareholders of Rise were passed
unanimously, including receipt of majority of the minority approval
for the proposed alteration of Rise's share capital in order to
re-classify Rise's common shares as subordinate voting shares and
create a class of proportionate voting shares; and (ii) Rise has
confirmed that it will consolidate its outstanding common shares in
advance of the completion of the Transaction on a 4:1 ratio (the
"Consolidation"). Further details regarding these items, and the
other items dealt with at the Rise shareholders meeting, can be
found in the management information circular of Rise dated August
20, 2021, which is available on Rise's SEDAR profile at
www.sedar.com. Following the completion of the Consolidation and
the Transaction, it is expected that: (i) existing shareholders of
Rise will hold approximately 9% of the outstanding voting shares of
the Resulting Issuer; (ii) existing securityholders of MiniLuxe
will hold approximately 85% of the outstanding voting shares of the
Resulting Issuer; and (iii) holders of subscription receipts will
hold approximately 6% of the outstanding voting shares of the
Resulting Issuer, in each case treating the proportionate voting
shares of the Resulting Issuer on a 1:1,000 as-converted to
subordinate voting shares basis.
Rise and MiniLuxe are continuing to progress
towards completion of a definitive merger agreement that will be
executed by the parties in connection with the Transaction. A copy
of the merger agreement, once executed, will be available on Rise's
SEDAR profile at www.sedar.com.
“We are thrilled to partner with Rise Capital on
this RTO opportunity that will support MiniLuxe in its ESG-driven
mission to empower one of the world’s largest vocational classes of
diverse women workers while driving an exciting growth plan to
transform the nail care industry using technology, brand, and new
standards,” says Mr. Tjan, Chairman of MiniLuxe.
About Rise
Rise is a "capital pool company" that completed
its initial public offering in May 2021. The common shares of Rise
("Rise Shares") are listed for trading on the TSX Venture Exchange
("TSXV") under the stock symbol RSE.P. Rise has not commenced
commercial operations and has no assets other than cash. It is
intended that the Transaction, when completed, will constitute the
"Qualifying Transaction" of Rise pursuant to Policy 2.4 - Capital
Pool Companies (the "CPC Policy") of the TSXV.
About MiniLuxe
MiniLuxe, a Delaware corporation based in
Boston, Massachusetts is a digitally-driven, socially-responsible
lifestyle brand and empowerment platform in nail care. For over a
decade, MiniLuxe has been setting industry standards for health,
hygiene, and fair labour practices in its efforts to transform the
most used, but poorly regulated beauty service. MiniLuxe seeks to
become one of the largest educators and employers of
Asian-American, Asian-Canadian, and other diverse members who are
part of one of the largest independent workforces
of women.
Today, MiniLuxe has revenue streams principally
across talent services (nail care and waxing services) and product
revenue (through its own proprietary clean nail care products).
MiniLuxe is driven by a fully integrated digital-first platform
that manages all client bookings, preferences and payments and
provides designers with the ability to manage their scheduling,
clientele, bonuses and gratuity, and training content. Since its
founding, MiniLuxe has performed over 2 million services.
Trading Halt
Trading in the common shares of Rise has been
halted and is not expected to resume until completion of the
Transaction or until the TSXV receives the requisite documentation
for the resumption of trading.
Additional Information
Rise will provide further details in respect of
the Transaction and MiniLuxe, including any required financial
information of MiniLuxe, in due course by way of one or more press
releases in accordance with the requirements of the CPC Policy.
For more information, please contact:
Michael ZychChief Financial Officer,
Corporate Secretary and Director, Rise (905)
825-4011
Christine MastrangeloCorporate
Secretary, MiniLuxe(617)
542-0100cmastrangelo@cueball.com
Laura SilverBlue Door
647-984-6136laura@bluedoor.agency
This news release does not constitute an offer
to sell, or a solicitation of an offer to buy, any of the
securities in the United States. The securities have not been and
will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S.
Securities Act and applicable state securities laws or an exemption
from such registration is available.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and if applicable pursuant to Exchange Requirements (as that term
is defined in the policies of the TSXV), majority of the minority
shareholder approval. Where applicable, the Transaction cannot
close until the required shareholder approval is obtained. 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 capital pool company should be
considered highly speculative. All information contained in this
press release with respect to Rise and MiniLuxe was supplied by the
respective party for inclusion herein, without independent review
by the other party, and each party and its directors and officers
have relied on the other party for any information concerning the
other party.
The TSXV has in no way passed upon the merits of
the Transaction and has neither approved nor disapproved the
contents of this press release. Neither the TSXV nor its Regulation
Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Information and Statements
This press release contains certain
"forward-looking information" and "forward-looking statements"
within the meaning of applicable securities laws. Such
forward-looking information and forward-looking statements are not
representative of historical facts or information or current
condition, but instead represent only the Company’s beliefs
regarding future events, plans or objectives, many of which, by
their nature, are inherently uncertain and outside of the Company's
control. Generally, such forward-looking information or
forward-looking statements can be identified by the use of
forward-looking terminology such as "plans", "expects" or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates" or "does not anticipate", or
"believes", or variations of such words and phrases or may contain
statements that certain actions, events or results "may", "could",
"would", "might" or "will be taken", "will continue", "will occur"
or "will be achieved". The forward-looking information contained
herein may include, but is not limited to, information concerning
the Transaction, the Private Placement, the completion and timing
of the application to the TSXV in respect of the Transaction, the
proposed structure by which the Transaction is to be completed, the
ability of Rise and MiniLuxe to meet the conditions of the
Transaction in the required timeframes, obtaining the necessary
exemptions and approvals from the TSXV or other regulatory bodies,
including the business, name and function of the Resulting Issuer
and certain financial information.
Rise cautions that all forward-looking
statements are inherently uncertain, and that actual performance
may be affected by a number of material factors, assumptions and
expectations, many of which are beyond the control of Rise and
MiniLuxe, including expectations and assumptions concerning Rise,
MiniLuxe, the Resulting Issuer, the Transaction, the negotiation of
the Definitive Agreement on satisfactory terms, the timely receipt
of all required shareholder, court and regulatory approvals (as
applicable), including the acceptance of the TSXV, the satisfaction
of other closing conditions in accordance with the terms of the
Definitive Agreement, as well as other risks and uncertainties,
including those described in Rise's final prospectus dated May 6,
2021, a copy of which is available on SEDAR at www.sedar.com.
In connection with the forward-looking
information and forward-looking statements contained in this press
release, Rise has made certain assumptions. Although Rise believes
that the assumptions and factors used in preparing, and the
expectations contained in, the forward-looking information and
statements are reasonable, undue reliance should not be placed on
such information and statements, and no assurance or guarantee can
be given that such forward-looking information and statements will
prove to be accurate, as actual results and future events could
differ materially from those anticipated in such information and
statements. The forward-looking information and forward-looking
statements contained in this press release are made as of the date
of this press release, and Rise does not undertake to update any
forward-looking information and/or forward-looking statements that
are contained or referenced herein, except in accordance with
applicable securities laws. All subsequent written and oral
forward- looking information and statements attributable to Rise or
persons acting on its behalf is expressly qualified in its entirety
by this notice.
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