AVISTA HEALTHCARE PUBLIC ACQUISITION CORP. (NASDAQ:AHPA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
Amendment to the Transaction Agreement
As previously disclosed, on August21, 2017, Avista Healthcare Public Acquisition Corp., a Cayman Islands exempted company (“AHPAC”), Avista Healthcare Merger Sub,Inc., a Delaware corporation and a direct wholly-owned subsidiary of AHPAC (“Merger Sub”), Avista Healthcare NewCo, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of AHPAC (“NewCo”), Envigo International Holdings,Inc., a Delaware corporation (“Envigo”) and Jermyn Street Associates, LLC, solely in its capacity as Shareholder Representative (as defined therein), entered into a Transaction Agreement, as amended by that certain Amendment No.1, dated as of November22, 2017 and as further amended by that certain Amendment No.2, dated as of December22, 2017 (the “Transaction Agreement”).
On January21, 2018, to Section8.13 of the Transaction Agreement, AHPAC, Merger Sub, NewCo, Envigo and the Shareholder Representative entered into a further amendment to the Transaction Agreement (“Amendment No.3”). Amendment No.3, among other things, reduces the aggregate consideration payable to the Selling Equityholders and eliminates the payment by the Company for the aggregate 4,100,000 warrants to purchase one-half of one AHPAC ClassA ordinary share (the “Private Placement Warrants”) to be provided to the Selling Equityholders as transaction consideration.
Other than as modified to the Amendment, the Transaction Agreement remains in full force and effect. The foregoing descriptions of the Amendment and the Transaction Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit2.1 hereto and the terms of which are incorporated herein by reference, and of the Transaction Agreement, a copy of which was filed as Exhibit2.1 to the Current Report on Form8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) by AHPAC on August22, 2017, and is incorporated herein by reference.
Amended and Restated Parent Sponsor Letter Agreement
In connection with the execution and delivery of Amendment No.3, Avista Acquisition Corp., a Cayman Islands exempted company (the “Parent Sponsor”), and certain directors of AHPAC, who together own all of AHPAC’s issued and outstanding ClassB ordinary shares (the “ClassB Shares”) (collectively with the Parent Sponsor, solely in their capacity as a holder of ClassB Shares, the “ClassB Holders”) have entered into an amended and restated letter agreement (the “Restated Letter”) to which, immediately prior to the consummation of the First Merger, the ClassB Holders will surrender to AHPAC an aggregate 3,875,000 million ClassB Shares and 4,100,000 Private Placement Warrants.
The foregoing description of the Restated Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Restated Letter, a copy of which is filed as Exhibit2.2 hereto and the terms of which are incorporated herein by reference.
This Current Report shall neither constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. This Current Report relates to a proposed Business Combination between AHPAC and Envigo.
Additional Information about the Business Combination
In connection with the proposed Business Combination between Envigo and AHPAC, AHPAC filed with the SEC a preliminary proxy statement and will file with the SEC and mail a definitive proxy statement and other relevant documentation to AHPAC’s shareholders. AHPAC’s shareholders and other interested persons are advised to read the preliminary proxy statement and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein as these materials will contain important information about AHPAC, Envigo and the Business Combination. The definitive proxy statement will be mailed to AHPAC’s shareholders as of a record date to be established for voting on the proposed Business Combination when it becomes available. Shareholders may obtain a copy of the preliminary proxy, and will also be able to obtain a copy of the definitive proxy statement once it is available, without charge, at the SEC’s website at http://www.sec.gov or by directing a request to: Avista Healthcare Public Acquisition Corp., 65 East 55th Street,