SG Enterprises II, LLC completed the acquisition of remaining 80.9% stake in Trilogy International Partners Inc. (TSXV:TRL.H) from Alignvest Partners Master Fund LP and Alignvest AQX LP, funds managed by Alignvest Management Corporation, Anson Funds Management LP and others.
If the parties agree to proceed with the Potential Transaction, SG expects that the Potential Transaction would be carried out by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and subject to customary closing conditions including, but not limited to, approval of Trilogy shareholders, the Supreme Court of British Columbia and the TSX Venture Exchange. The transaction will be subject to the completion of due diligence, the negotiation and settlement of final terms; unanimous and unqualified support of Trilogy?s Board of Directors and a positive recommendation of Trilogy?s Board of Directors to its shareholders; representations, warranties and covenants, conditions and completion mechanics for the Potential Transaction, including a requirement that no more than 5% of shareholders shall have exercised dissent rights; any pre-acquisition reorganization shall have been completed; FIRPTA Certificate; cash and cash equivalents and the negotiation of definitive documentation. As of December 20, 2023, the transaction was approved unanimously by the board of directors of Trilogy. Trilogy?s directors and executive officers, holding an aggregate of approximately 25% of the outstanding Common Shares, have each entered into voting support agreements to vote their Common Shares in favour of the transaction. The special meeting of Trilogy shareholders will be held on March 25, 2024. The acquisition was approved at a special meeting of Trilogy shareholders held on March 25, 2024. The Court hearing for the final order to approve the Plan of Arrangement is currently scheduled to take place on March 27, 2024. The transaction is expected to be completed during the first quarter of 2024. As of February 12, 2024, the parties expect to complete the arrangement on or about March 28, 2024.
Gregg S. Lerner and Joel I. Frank of Friedman Kaplan Seiler & Adelman LLP acted as legal advisors to Trilogy. Haywood Securities Inc. acted as financial advisor and fairness opinion provider to Trilogy. Trisha Robertson and Kyle Misewich of Blake, Cassels & Graydon LLP acted as legal advisors to Trilogy. James Beeby of Bennett Jones LLP acted as legal advisor to SG Enterprises II. TSX Trust Company acted as the registrar and transfer agent to Trilogy.
SG Enterprises II, LLC completed the acquisition of remaining 80.9% stake in Trilogy International Partners Inc. (TSXV:TRL.H) (TIP) from Alignvest Partners Master Fund LP and Alignvest AQX LP, funds managed by Alignvest Management Corporation, Anson Funds Management LP and others on March 28, 2024. In connection with the consummation of the Arrangement, all of the directors of the Trilogy except John W. Stanton resigned from their positions as directors of the Company, as of the Effective Time. None of these resignations were the result of any disagreement with the Trilogy, its management or the Board of Directors of the Trilogy. The Supreme Court of British Columbia approved the Arrangement on March 27, 2024. TSX Venture Exchange Inc. has accepted for filing documentation in connection with the arrangement between Trilogy International Partners Inc. and SG Enterprises II, LLC.