PODA confirms sale of IP Assets in multilateral deal worth US$100.5 million

Company

PODA Holdings, Inc.

Company

Altria Client Services LLC

Law Firm / Organization
McGuireWoods LLP
Law Firm / Organization
Goodmans LLP
Law Firm / Organization
Altria Group
Lawyer(s)

Murray Garnick

Company

Ryan Selby and Ryan Karkairan (Owners)

Law Firm / Organization
Farris LLP

On May 13, 2022, PODA Holdings, Inc., along with owners Ryan Selby and Ryan Karkairan, agreed to sell most of their business assets, including technology for multi-substrate heated capsules, to Altria Client Services LLC (ALCS), a subsidiary of Altria Group, Inc. The deal was valued at US$100.5 million, with US$55,275,000 allocated to PODA and the rest to the owners.

The transaction, endorsed by a special independent committee, involved a substantial cash distribution to PODA's shareholders, roughly CDN$0.40 per subordinate voting share and CDN$400 per multiple voting share, a 167% premium on the May 12, 2022, closing share price. Financial advisor Stifel Nicolaus Canada Inc. confirmed the deal's fairness. Notably, no part of PODA's purchase price was subject to holdbacks or escrow.

Legal advisors included DLA Piper (Canada) LLP and DLA Piper LLP for PODA, Farris LLP for the owners, and McGuireWoods LLP and Goodmans LLP for ALCS. The sale, needing over two-thirds shareholder approval at a June 22, 2022, meeting, is not dependent on financing but awaits regulatory and other standard closing approvals. After the transaction, expected in Q2 2022, PODA will mainly hold cash, estimated at CDN$70 million. Post-deal, Selby and Karkairan will step down from the Board, with Aaron Bowden, Patrick Gray, and a new appointee remaining. Gray will act as interim CEO.

Merger & Acquisition
Other
$ 134,735,325
Closed
24 June 2022