PROPOSED MERGER TRANSACTION

6 Months Ended

Sep. 30, 2018

Mergers, Acquisitions and Dispositions Disclosures [Text Block]

5. PROPOSED MERGER TRANSACTION

On August 2, 2018, the Company, the Holdco, Medall, and the holders of the outstanding shares of capital stock of Medall (collectively, the “Sellers”), entered into a Share Purchase Agreement, pursuant to which the Company agreed to purchase all of the issued and outstanding shares of capital stock of Medall in the Transaction.

Share Purchase Agreement

The Transaction and Consideration

Pursuant to the Share Purchase Agreement, Sellers will cause to be sold to Holdco, and Holdco will purchase the outstanding Shares of Medall. At the Closing, Holdco will pay to Sellers approximately $166 million (the “Cash Consideration”) subject to adjustments, as applicable, for 93% of the Shares. The remaining Shares will be purchased by Holdco on June 30, 2019 for approximately $13 million, subject to adjustments, as applicable.

The Company expects that the Cash Consideration will be funded by a combination of new indebtedness and cash available to the Company from its Initial Public Offering currently held in the Trust Account established pursuant to the Investment Management Trust Agreement (“Investment Management Trust Agreement”), dated as of June 19, 2017. The Company may enter into equity financings in connection with the proposed Transaction with its affiliates or any third parties if the Company determines that the issuance of additional equity is necessary or desirable in connection with the consummation of the Transaction. The purposes of any such financings may include increasing the likelihood that the Company will have funds sufficient to pay the Cash Consideration should Public Shareholders elect to redeem their Public Shares in connection with the consummation of the Transaction. Any equity issuances could result in dilution of the relative ownership interest of the non-redeeming Public Shareholders.

Representations and Warranties

The Sellers have made customary representations and warranties in the Share Purchase Agreement relating to, among other things, their ownership of the Shares, ability and authority to sell the Shares and their respective tax statuses. Certain Sellers have made customary representations and warranties in the Share Purchase Agreement relating to organization, capitalization, financial statement, solvency, indebtedness, tax, and other matters related to the conduct of Medall’s business. The Company and Holdco have made customary representations and warranties in the Share Purchase Agreement relating to, among other things, their power and authority and the Company’s financial statements and public filings with the SEC.

Covenants

The Share Purchase Agreement contains customary covenants of the parties with respect to operation of their respective businesses prior to the consummation of the Transaction and efforts to satisfy conditions to the consummation of the Transaction.

Conditions to Completion of the Transaction

Consummation of the Transaction is subject to customary and other conditions, including (i) the shareholders of the Company having approved, among other things, the transactions contemplated by the Share Purchase Agreement, and (ii) absence of any governmental order that would prohibit the Transaction.

Claims Against Trust Account

Under the terms of the Share Purchase Agreement, the Sellers and Medall have waived any right to any amount held in the Trust Account, and they have agreed not to make any claim arising out of the Share Purchase Agreement against any funds in the Trust Account.

Shareholder Meeting

Pursuant to the terms of the Share Purchase Agreement, the Company is required to call a meeting of its shareholders for the purpose of voting upon the Transaction. In connection with its Initial Public Offering, the Initial Shareholders agreed to vote all of their shares of the Company’s common stock acquired subsequent to the Initial Public Offering, which shares constitute 21.0% of the Company’s issued and outstanding shares of common stock, for an initial business combination transaction, such as the Transaction.

Proxy Statement

The Share Purchase Agreement provides that the Company will promptly prepare and file with the SEC a proxy statement in connection with the Transaction, to be sent to the shareholders of the Company.

Governing Law and Jurisdiction

The Share Purchase Agreement is governed by, and construed in accordance with, the laws of India. All disputes arising out of or relating to the Agreement are to be heard and determined in accordance with the Arbitration Rules of the Singapore International Arbitration Centre.

Termination of the Share Purchase Agreement

The Share Purchase Agreement may be terminated prior to consummation of the Transaction by mutual consent of Holdco and certain Sellers. In addition, if the Closing has not occurred by the four-month anniversary of the date of the Share Purchase Agreement (or the six-month anniversary of the Share Purchase Agreement, if extended), the Purchaser and the Sellers shall have the right, but not the obligation, to terminate the Share Purchase Agreement; provided that any terminating party is not in material breach of the Share Purchase Agreement or has caused a condition precedent not to be satisfied.