Starrex International Announces Sale of Real Estate Appraisal/Management Business
CALGARY, AB / ACCESSWIRE / October 3, 2022 / Starrex International, Ltd ("Starrex" or the "Company") (CSE:STX)(OTCQB:STXMF) announced today that it has entered into a definitive agreement (the "Agreement") with affiliates of StoicLane, Inc. a …
CALGARY, AB / ACCESSWIRE / October 3, 2022 / Starrex International, Ltd ("Starrex" or the "Company") (CSE:STX)(OTCQB:STXMF) announced today that it has entered into a definitive agreement (the "Agreement") with affiliates of StoicLane, Inc. a long-term growth platform making strategic acquisitions to support digitizing Finance, Insurance & Real Estate verticals("StoicLane"), pursuant to which StoicLane has agreed to acquire Starrex's real estate appraisal management business conducted by Property Interlink, LLC and its real estate appraisal business conducted by Reliable Valuation Service, LLC, and substantially all of the related assets (collectively, the "Business") for a cash purchase price of US$9.8 million on a cash free, debt free basis. The purchase price is subject to working capital and other adjustments in accordance with the Agreement.
The Agreement stems from an unsolicited offer and is a result of arm's length negotiations conducted between representatives of Starrex, StoicLane and their respective advisors.
Unanimous Approval of the Board
The transaction has been approved unanimously by Starrex's board of directors, which has determined that the transaction is in the best interests of Starrex and its shareholders and recommends that shareholders vote in favour of approving the transaction at the annual general and special meeting of shareholders, which is expected to be held November 3, 2022 (the "Meeting").
Shareholder Approval and Other Conditions
The transaction must be approved by shareholders holding at least 66⅔% of shares voted in person or by proxy at the Meeting. In addition, the completion of this proposed transaction is subject to several conditions including, among others: certain of the Company's shareholders, which collectively hold approximately 68% of the outstanding common shares of Starrex, entering into a voting support agreement with StoicLane pursuant to which they will agree to vote their respective common shares in favour of approving the transaction; receipt of the above-referenced shareholder approval; Starrex obtaining certain third party consents required for the assignment and transfer of assets and contracts; there not being in force on the closing date any order or decree restraining or enjoining consummation of the transaction; the absence of any material adverse effect with respect to the Business; and there being no claim pending by any governmental authority in respect of competition or other regulatory matters that would reasonably be expected to prevent the consummation of the transaction.