Transaction Overview
Pursuant to the Agreement, QuasarEdge will merge with and into Purchaser, its wholly owned subsidiary, with Purchaser surviving the merger and becoming the publicly listed company, and its wholly owned subsidiary, Merger Sub, will merge with and into Robseek, with Robseek being the surviving company with the end result being Purchaser as the publicly listed company, in each case subject to the terms and conditions of the Agreement.
The Proposed Transaction implies a pre-money equity value of approximately $1 billion for the Company. Additional information regarding transaction proceeds, sources and uses of funds, and pro forma ownership will be included in the registration statement and other transaction-related materials to be filed in connection with the Proposed Transaction. The parties may also cooperate in connection with any additional financing arrangements sought in connection with the Proposed Transaction.
The Proposed Transaction, which has been approved by the boards of directors of both QuasarEdge and Robseek, is subject to regulatory approvals, the approvals by the shareholders of QuasarEdge and Robseek, respectively, and the satisfaction of certain other customary closing conditions, including, among others, a registration statement, of which the proxy statement/prospectus forms a part, being declared effective by the U.S. Securities and Exchange Commission (the "SEC"), and the approval by the stock exchange of the listing application of the combined company.
The description of the Proposed Transaction contained herein is only a summary and is qualified in its entirety by reference to the Agreement relating to the Proposed Transaction. A more detailed description of the Proposed Transaction and a copy of the Agreement will be included in a Current Report on Form 8-K to be filed by QuasarEdge with the SEC and will be available on the SEC's website at www.sec.gov.
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