Vancouver, B.C., Canada – TheNewswire - November 26, 2021 - Greenfield Acquisition Corp. ("Greenfield") (TSXV:GAC.P) is pleased to announce details concerning a proposed arms-length "Qualifying Transaction" involving a business combination with Inspire Semiconductor, Inc. ("InspireSemi"), a corporation formed under the laws of the state of Delaware, USA.
Overview of InspireSemi
InspireSemi is a privately-held corporation that was formed in March 2020 under the Delaware General Corporation Law. InspireSemi’s head office is in Austin, Texas, USA.
InspireSemi is dedicated to delivering superior solutions for blockchain, HPC (High Performance Computing), AI (Artificial Intelligence), and other compute intensive applications. Led by an accomplished team with a proven track record, InspireSemi currently developing our second-generation ‘Thunderbird’ accelerator solution which is expected to ship in early 2022. It features a versatile many-core processor architecture with an established software ecosystem and is expected to set new standards of performance, energy efficiency, ease of programming, agility, and bottom line value.
InspireSemi’s Thunderbird’ accelerated computing architecture is based on an array of thousands of custom-designed 64-bit RISC-V CPU cores, tightly integrated with memory and a proprietary high speed mesh network fabric that removes crucial bottlenecks. Seamless arrays of hundreds of chips can be constructed, approaching one million cores. The open and developer-friendly CPU programming model eliminates vendor lock-in and greatly simplifies software development, QA, and maintenance, since there is no need to support multiple and often proprietary software stacks.
Summary of the Proposed Transaction
Greenfield has entered into a non-binding Letter of Intent with InspireSemi dated November 23, 2021 (the "LOI") pursuant to which Greenfield and InspireSemi intend to complete a business combination (the "Transaction") to form a company (the "Resulting Issuer") and the business of InspireSemi becoming the business of the Resulting Issuer.
Pursuant to the proposed Transaction, the Resulting Issuer will issue that number of shares of the Resulting Issuer (the “Resulting Issuer Shares”), proportionally to the holders of InspireSemi common shares (the "InspireSemi Common Shares") that would equal an aggregate of 180,000,000 Resulting Issuer Shares, if all outstanding stock options, warrants or other convertible or exchangeable securities of InspireSemi were converted or exercised prior to the closing of the Transaction. The Resulting Issuer Shares will be issued at a deemed price of CAD$0.11 per Resulting Issuer Share. Where there are outstanding stock options, warrants and other convertible or exchangeable securities of InspireSemi at closing of the Transaction then these will be exchanged for stock options, warrants and other convertible or exchangeable securities of the Resulting Issuer on an equivalent economic basis.
It is intended that the Transaction, when completed, will constitute Greenfield's "Qualifying Transaction" ("QT") in accordance with Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange (the "Exchange") Corporate Finance Policies. A more comprehensive news release will be issued by Greenfield disclosing details of the Transaction, including financial information respecting InspireSemi, the names and backgrounds of all persons who will constitute insiders of the Resulting Issuer, and information respecting sponsorship, once a definitive agreement has been executed and certain conditions have been met, including satisfactory completion of due diligence.
Luis H. Goyzueta, director of Greenfield is the beneficial owner of approximately 2.60 % of the issued and outstanding common shares of InspireSemi at the date of this release. Viktorija Simulynaite, Vice President of Greenfield is the beneficial owner of approximately 1.30% of the issued and outstanding common shares of InspireSemi at the date of this release.
It is not expected that shareholder approval will be required with respect to the Transaction under the rules of the Exchange applicable to capital pool companies, because the Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" pursuant to the Policy 2.4 of the Exchange. However, the structure of the Transaction is being finalized and based on the final structure as reflected in the definitive agreement, shareholder approval is likely to be required under the incorporating statute of Greenfield or pursuant to other policies of the Exchange or applicable securities laws. Trading in the common shares of Greenfield has been halted and is not expected to resume until the Transaction is completed or until the Exchange receives the requisite documentation to resume trading.
It is expected that upon completion of the Transaction, the Resulting Issuer, will be renamed to a name mutually agreeable to Greenfield and InspireSemi, and will be listed as a Tier 2 Technology Issuer on the Exchange.
Forward Looking Information
Statements in this press release regarding Greenfield's business which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as terms and completion of the proposed Transaction. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements.
Completion of the Transaction is subject to a number of conditions, including but not limited to, execution of a binding definitive agreement relating to the Transaction, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
James J. Hickman
President and Chief Executive Officer
Greenfield Acquisition Corp.
Telephone: (604) 684 4535
Email: info@greenfieldacquisitioncorp.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Not for distribution to U.S. news wire services or for dissemination in the United States
Copyright (c) 2021 TheNewswire - All rights reserved.
