Melrose Ventures Announces Significant Stake in Hank Payments Corp and Takeover Bid Tender

Rhea-AI Summary

Melrose Ventures Group, along with Joint Actors (The Melrose Group), has announced a takeover bid for Hank Payments Corp (TSX.V:HANK) after acquiring over 10% stake. The group increased its tender offer to CAD $0.09 per share in cash for a minimum of 8.5 million shares or enough to secure 51% control, representing an 80% premium over recent liability holder offers.

The group opposes management's proposed financing round that would dilute shareholders by 80%. They highlight the company's 80% value decline since October 2021 IPO and loss of revenue and customers since April 2018. The offer must be completed before any financing, conversions, or acquisitions announced since August.

Positive

• Premium offer price at CAD $0.09 per share, 80% above recent liability holder offers
• Potential change in management control to address declining performance

Negative

• 80% decline in company value since October 2021 IPO
• Loss of revenue and customers since April 2018
• Potential 80% shareholder dilution from proposed financing round
• Existing defaults and court claims against the company

The Melrose Ventures Group, the founders of the Hank Payments Corp Business and largest shareholders & debt holders, desire to operating and equity control to build back the business and its share value.

NAPLES, FL / ACCESSWIRE / November 4, 2024 / Melrose Ventures, a Florida LLC, along with its Joint Actors, collectively known as "The Melrose Group," is pleased to announce that it has acquired a "toe hold" position exceeding 10% in its takeover of Hank Payments Corp (TSX.V:HANK).

On Saturday, November 2, 2024, the Melrose Group formally notified Hank Payments Corp's board of directors and legal representatives of its intention to submit a takeover bid. The offer was as follows:

"We hereby tender to purchase a minimum of 8.5 million shares or the number of shares necessary to bring our stake above 51%. We will pay CAD $0.06 per share in cash, representing a significant premium over the 60-day volume-weighted average price, as well as the offer made to liability holders as per recent press releases."

Despite not receiving a response, we have observed a press release indicating an attempt to close a financing round that would dilute current shareholders by 80%. We believe this action is detrimental to shareholder value and serves only the self-interests of the current management group. Since the IPO in October 2021, the management has overseen an 80% decline in the company's value, along with a loss of revenue and customers since Melrose brought the team on in April 2018.

In light of these developments, the Melrose Group is increasing our tender offer to purchase a minimum of 8.5 million shares or the number of shares necessary to bring our stake above 51%. As such, we offer CAD $0.09 per share in cash, representing an 80% premium over the offer made to liability holders as per Saturday's press release.

This offer must be accepted and closed PRIOR to any financing, induced conversions, "target acquisitions," or other actions announced in management's press releases since August. The offer is subject to due diligence regarding the number of shares required for control and the on management's public statements earlier this year about the businesses revenue & nearing cash flow positivity from operations. Importantly, we require access to the same information shared with the Melrose Group as well as other stakeholders, including but not limited to stock, derivative, convertible debt and other liability holders, regarding the recent transactions related to "target acquisition" and its terms.

The Melrose Groups seeks to conduct this under the supervision of the SEC and the OSC, with whom have been in touch.

The Melrose Group believes full disclosure should be made to all stakeholders regarding our Groups debt, defaults, court claims, and other claims. as many of these have not been disclosed, particularly those involving Ewart/Hilmer's engagement and their entry into the business in 2018. The Hank Payments business operation, founded in 2006, was EBITDA positive with significantly more customers, clients, and revenue prior to hiring the Ewart/Hilmer management group in 2018. (Refer to case files: THE NINTH JUDICIAL CIRCUIT IN AND FOR ORANGE COUNTY, FLORIDA Filing #171568550 04/21/2023 & SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF SUFFOLK Index No.: 616187/2024)

The Melrose Group request that any other corporate actions, including the target acquisition and debt conversion inducement, be held until this takeover bid has concluded.

The Melrose Group requests management immediately notify all stakeholders of the shareholder meeting requisitions it made under Canadian law.

The Melrose group requires that information required the tender be released to it Immediately via computer share (account # c0000001686- Intelligent Payment Processing Inc.

For any questions please contact Michael Trimarco- Principal Melrose Ventures & Intelligent Payment Processing at 516 848-3388.

SOURCE: Melrose Ventures

View the original press release on accesswire.com

FAQ

What is Melrose Ventures' takeover bid price for Hank Payments (HNKPF) shares?

Melrose Ventures is offering CAD $0.09 per share in cash, representing an 80% premium over recent liability holder offers.

How many shares is Melrose Ventures seeking to acquire in Hank Payments (HNKPF)?

Melrose Ventures is seeking to acquire a minimum of 8.5 million shares or enough shares to achieve over 51% ownership stake.

What is the current stake of Melrose Ventures in Hank Payments (HNKPF)?

Melrose Ventures has acquired a position exceeding 10% in Hank Payments Corp.

How much has Hank Payments (HNKPF) stock value declined since its IPO?

Hank Payments has experienced an 80% decline in company value since its IPO in October 2021.