NorthStar Gaming and Baden Resources agree to reverse takeover
The deal is still dependent on approval from regulators.
The deal between NorthStar Gaming and the Canadian Stock Exchange-listed firm Baden Resources will see NorthStar become a technology issuer on the exchange. The deal is subject to regulatory approval before it takes effect.
The reverse takeover transaction was first proposed last week and will see Baden Resources operate the business of NorthStar. However, a few conditions will need to be met before the agreement goes through.
These conditions are the completion of satisfactory due diligence by both parties, receipts of any required regulatory approvals and completion of the concurrent offering.
Another condition is that Baden Resources delist from the CSE (Canadian Stock Exchange) and the resulting issuer obtains conditional approval to list on the TSX Venture Exchange.
It’s anticipated that Baden will hold a shareholder’s meeting to approve the arrangement. During the meeting, certain amendments can be made to the documents to complete the agreement.
A media release stated: “In accordance with the terms of Business Combination Agreement, the parties will complete a three-cornered amalgamation whereby NorthStar will amalgamate with a wholly-owned subsidiary of Baden and the resulting amalgamated company will be a wholly-owned subsidiary of Baden.”
In regard to shares of NorthStar, the release stated: “Prior to the amalgamation, it is anticipated that all of the outstanding NorthStar common shares will be subdivided on a one for 736.68 basis.”
After the amalgamation, NorthStar common shares will be exchanged for common shares of Baden on a one-for-one basis. NorthStar referred shares will be exchanged on a one-for-one basis for preferred shares of Baden.
Unveiled in February, NorthStar Bets, an online casino and sportsbook developed specifically for the Ontario market is owned by NorthStar Gaming.
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