Proposed business combination to create a North American
technology company with an AI-driven fintech marketplace. Combined
company to apply for listing on Nasdaq and TSX
TORONTO, March 26, 2024 /PRNewswire/ -- Nobul AI Corp.
("Nobul") and Check-Cap Ltd. ("Check-Cap" or the "Company")
(NASDAQ: CHEK) today announced that they have entered into a
definitive Business Combination Agreement (the "Business
Combination Agreement") under which the shareholders of Nobul will
become the majority holders of the combined company. If completed,
the business combination will create a public company headquartered
in Toronto, Canada and focused on
an AI-driven fintech marketplace as well as buying and AI-enabling
traditional companies to generate higher returns for its
shareholders.
In connection with the transaction, the combined company will
apply for listing on the NASDAQ and TSX. Listing will be subject to
the satisfaction of all listing requirements and approval of the
NASDAQ and TSX. The executive team of Nobul will serve as the
executive team of the combined company, led by Regan McGee, Nobul's Founder, Chief Executive
Officer and Chairman.
"We are excited to enter into a definitive business combination
agreement with Nobul, a high-growth technology company focused on
generating strong returns for its shareholders," said Paul Medeiros, Chairman of the Board of
Directors of Check-Cap. "Following a comprehensive and thorough
review of strategic alternatives, Check-Cap's Board of Directors
concluded that the proposed transaction with Nobul is in the best
interest of our shareholders. We intend to hold a special meeting
of Check-Cap shareholders in the coming months to vote on this
business combination."
"The proposed business combination with Check-Cap is expected to
be a transformative step forward in the execution of our mission to
deliver value to our shareholders. Nobul has a proven track record
of successful M&A and PE transactions, and this merger will
give us a platform to pursue many more of these opportunistic
transactions as a public company," stated Mr. McGee.
The proposed transaction has been approved by the board of
directors of both companies. The business combination is subject to
the approval of Check-Cap shareholders at a special meeting of
shareholders, in accordance with provisions of Israeli Companies
Law, along with the satisfaction or waiver of other customary
conditions including regulatory and exchange approvals. The special
meeting of shareholders is expected to occur in the coming
months.
Kingswood Capital Partners LLC provided a verbal Fairness
Opinion to Check-Cap's Board of Directors and ArcStone Securities
and Investment Corp. acted as a financial advisor to Check-Cap in
connection with the transaction.
About Nobul AI Corp.
Nobul is an AI-driven, high growth fintech company offering
a category-leading technology solution for home buyers and sellers.
Among other recognitions, in 2022, Nobul won the top spot in
Deloitte's Technology 50™ Award as the highest-growth tech company
in Canada with a four-year revenue
growth trajectory of 72,944%. In 2023, Nobul earned a place on
Deloitte Technology Fast 500™. The Deloitte Technology Fast 500™
provides a ranking of the most innovative and fastest-growing
technology, media, telecommunications, life sciences, fintech, and
energy tech companies — both public and private — in North America. In 2019, Nobul was also named
on the honorable CNBC Upstart 100, a list of the brightest, most
intriguing, young startups promising to become the great companies
of tomorrow. For more information, refer to www.nobul.com.
About Check-Cap
Check-Cap (NASDAQ: CHEK) is a clinical stage medical diagnostics
company aiming to redefine colorectal cancer (CRC) screening
through the introduction of C-Scan®, the first and only
patient-friendly preparation-free screening test to detect polyps
before they may transform into colorectal cancer and enable early
intervention and cancer prevention. C-Scan is an investigational
device and is not available for sale in the United States.
Important Additional Information and Where to Find It
In connection with the business combination, Nobul intends to
file with the U.S. Securities and Exchange Commission (the "SEC") a
registration statement on Form F-4 containing a prospectus with
respect to common shares of Nobul to be issued in the business
combination, and Check-Cap intends to deliver a proxy statement to
its shareholders in connection with the special meeting of its
shareholders. Nobul also intends to file a prospectus concerning
the business combination with the relevant Canadian securities
commissions. Check-Cap and Nobul may also file other documents with
the SEC and relevant Canadian securities commissions (as
applicable) regarding the business combination. This press release
is not a substitute for the prospectus or any other document which
Nobul or Check-Cap may file with the SEC and Canadian securities
commissions (as applicable). INVESTORS, NOBUL SECURITY HOLDERS AND
CHECK-CAP SECURITY HOLDERS ARE URGED TO READ THE PROSPECTUS AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE OR WILL BE FILED BY NOBUL OR
CHECK-CAP WITH THE SEC AND RELEVANT CANADIAN SECURITIES COMMISSIONS
(AS APPLICABLE), AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND
RELATED MATTERS. Investors, Nobul security holders and Check-Cap
security holders will also be able to obtain free copies of the
prospectus (when available) and other documents containing
important information about Check-Cap, Nobul and the business
combination that are or will be filed with the SEC and relevant
Canadian securities commissions (as applicable) by Check-Cap or
Nobul through the website maintained by the SEC at www.sec.gov, and
through the website maintained by the Canadian Securities
Administrators at www.sedarplus.ca. The information contained on,
or that may be accessed through, the websites referenced in this
press release is not incorporated by reference into, and is not a
part of, this press release.
Participants in the Solicitation
Check-Cap, Nobul and their respective directors and executive
officers may be deemed under SEC rules to be participants in the
solicitation of proxies from the shareholders of Check-Cap in
connection with the business combination. Information about
Check-Cap's directors and executive officers is set forth in
Check-Cap's SEC filings. Information about Nobul's directors
and executive officers will be set forth in the registration
statement and prospectus (when available). Other information
regarding the interests of such individuals, as well as information
regarding other persons who may be deemed participants in the
business combination, will be set forth in the registration
statement, the prospectus, the proxy statement and other relevant
materials to be filed or submitted with the SEC and relevant
Canadian securities commissions (as applicable) when they become
available. Investors, Nobul security holders and Check-Cap security
holders should read the registration statement, the prospectus and
the proxy statement carefully when they become available before
making any voting or investment decisions.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by
means of a prospectus meeting the requirements of Section 10 of the
U.S. Securities Act of 1933, as amended.
Legal Notice Regarding Forward-Looking Statements
Certain statements in this press release may constitute
"forward-looking statements". Forward-looking statements include,
but are not limited to, statements regarding expectations, hopes,
beliefs, intentions or strategies of Check-Cap and/or Nobul
regarding the future including, without limitation, statements
regarding Nobul's technology, expectations regarding the ownership
structure of the combined company, the structure, timing and
completion of the proposed business combination, the listing of the
combined company on NASDAQ and the TSX and anticipated shareholder
returns and future M&A opportunities for the combined company.
In addition, any statements that refer to future events or
circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe,"
continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should,"
"strive," "would," "aim," "target," "commit," and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that statement is not forward
looking. Forward-looking statements are based on current
expectations and assumptions that, while considered reasonable are
inherently uncertain. New risks and uncertainties may emerge from
time to time, and it is not possible to predict all risks and
uncertainties. Factors that may cause actual results to differ
materially from current expectations include, but are not limited
to, various factors beyond management's control including general
economic conditions; the outcome of any legal proceedings that may
be instituted against Nobul or Check-Cap following the announcement
of the business combination; the inability to complete the business
combination, including due to failure to obtain approval of the
shareholders of Check-Cap; delays in obtaining, adverse conditions
contained in, or the inability to obtain necessary regulatory or
stock exchange approvals, or associated delays, required to
complete the business combination; the risk that the business
combination disrupts current plans and operations as a result of
the announcement and consummation of the business combination; the
inability to recognize the anticipated benefits of the business
combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth, maintain relationships with customers and suppliers and
retain key employees; costs related to the business combination;
the possibility that the combined company may be adversely affected
by other economic, business, and/or competitive factors; other
risks and uncertainties indicated from time to time in the
registration statement on Form F-4 which is expected to be filed by
Nobul with the SEC and other risks, uncertainties and factors set
forth in Check-Cap's SEC filings, as well as factors associated
with companies, such as Nobul and Check-Cap, that operate in the
technology industry. Nothing in this press release should be
regarded as a representation by any person that the forward-looking
statements set forth herein will be achieved or that any of the
contemplated results of such forward-looking statements will be
achieved. You should not place undue reliance on forward-looking
statements in this press release, which speak only as of the date
they are made and are qualified in their entirety by reference to
the cautionary statements herein. Neither Check-Cap nor Nobul
undertakes or accepts any duty to release publicly any updates or
revisions to any forward-looking statements to reflect any change
in their expectations or in the events, conditions or circumstances
on which any such statement is based. This press release does not
purport to summarize all of the conditions, risks and other
attributes of an investment in Nobul, Check-Cap or the combined
company.
Contact:
Bob Marese
MacKenzie Partners, Inc.
1-800-322-2885
1-212-929-5500 (International)
proxy@mackenziepartners.com
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