Regis Holdings Limited (MUSE:REGI.N0000) completed the acquisition of Medserv p.l.c. in a reverse merger transaction.
The decision to enter into the share purchase agreement was taken by unanimous vote of the directors, with the exception of Anthony S. Diacono and Anthony J Duncan (the Conflicted Directors) who declared a conflict due to a private agreement reached with the Regis Shareholders for the acquisition by the Regis Shareholders of 1.5 million shares in Medserv (in the case of Anthony S. Diacono) and 1.5 million shares in Medserv (in the case of Anthony J. Duncan). Additionally, the Conflicted Directors, in their capacity as shareholders have informed the Company that they have entered into a call option agreement with the Regis Shareholders (acting through the holding company to be incorporated) pursuant to which the latter have been given the right (for three years) to acquire additional shares in the Company at a discounted price. In the event of an exercise of the call option, the Regis Shareholders will become bound to launch a mandatory bid to all shareholders in the Company in line with the provisions of Chapter 11 of the Listing Rules on Takeover Bids. Subject to the satisfaction of all conditions precedent, completion of the transaction is required to take place by the July 31, 2021, unless otherwise agreed between the parties. As of June 11, 2021, shareholders of Medserv approved the transaction. Completion expected
by end June 2021.
Regis Holdings Limited (MUSE:REGI.N0000) completed the acquisition of Medserv p.l.c. (MTSE:MDS) in a reverse merger transaction on June 25, 2021.