AROWANA INC (NASDAQ:ARWA) Files An 8-K Other Events

AROWANA INC (NASDAQ:ARWA) Files An 8-K Other EventsItem 8.01             Other Events

 

As previously disclosed, Arowana Inc., a Cayman Islands exempted company (“ARWA”), is party to a Contribution Agreement, dated August 11, 2016 and amended as of October 18, 2016 and November 15, 2016 (as amended, the “Contribution Agreement”), with Arowana International Limited, an Australian company affiliated with certain of ARWA’s officers, directors and shareholders (“AWN”), and VivoPower International PLC, an England and Wales public limited company and wholly-owned subsidiary of AWN (“VivoPower”). to the Contribution Agreement, ARWA will contribute to VivoPower the funds held in the trust account that holds the proceeds of ARWA’s initial public offering, less certain transaction expenses, amounts used to pay ARWA public shareholders who properly exercise their conversion rights in connection with the vote to approve the transactions contemplated by the Contribution Agreement (the “Transactions”) and reserves for liquidation and dissolution expenses, in exchange for ordinary shares of VivoPower.

 

The Panaga Group Trust (the “Trust”), a holder of ordinary shares of ARWA issued prior to its initial public offering (“Initial Shares”), has entered into agreements with several third parties to which such parties purchased approximately $6 million of ordinary shares of ARWA. The Trust also has entered into agreements with several other third parties to which such parties purchased 1,367,500 ordinary shares of ARWA. The term “Purchasers,” as used herein, refers collectively to all such third parties. The Purchasers agreed not to seek conversion of such shares in connection with the Transactions. In exchange, the Trust agreed to transfer to the Purchasers, immediately prior to the closing of the Transactions, an aggregate of 193,499 Initial Shares owned by the Trust for a purchase price of $0.012 per share, which is the price that the Trust originally paid for such shares. The Initial Shares being transferred by the Trust are currently held in escrow and will remain subject to the terms of such escrow. Kevin Chin, ARWA’s chairman of the board and chief executive officer, is a beneficiary of the Trust and is one of the directors of the corporate trustee of the Trust.

 

In addition, Arowana Australasian Holdings Limited (“AAHL”), a subsidiary of AWN, has purchased 355,000 ordinary shares of ARWA in public market transactions at an average purchase price of $10.24 per share. Such shares will not be converted in connection with the Transactions.