Friday Night Ends One Deal, Starts Another

Friday Night Inc. (TGIFF) last week terminated its decision to buy Body & Mind Inc. (BAM) and this week announced it was acquiring Spire Secure Logistics instead.

Friday Night had entered into an all-stock agreement valued at C$115 million to acquire BAM, but then issued an announcement that both parties agreed to terminate the deal. Body and Mind CEO Leonard Clough commented, “Market conditions and the revised consideration proposal to our shareholders played a role in the decision to mutually terminate the proposed amalgamation plan.”

Friday Night Inc. CEO Brayden Sutton said, “Recent market events out of our control turned the BAM acquisition into a moving target.  To keep renegotiating terms and delaying the closing date is not fair to shareholders on either side, all the while both companies may be missing other opportunities.”

On Monday, Friday Night said it had acquired Canadian security company Spire Secure Logistics Inc. (“Spire”)as a wholly owned subsidiary. The private company specializes in security, intelligence, and compliance with international clients It also has expertise in both the regulated cannabis industry and other sectors.

In a company statement, Friday Night said it “Agreed to acquire 100% of Spire by the issuance of 7,142,857 common shares at a deemed price of $0.70 per share.  Closing is scheduled for March 1, 2018.  Friday Night will allocate working capital of CAD $1,000,000 to expand Spire’s client base in Canada and globally.  The shares issued will be subject to an escrow arrangement that will see 12.5% released from escrow on closing and the remaining 87.5% being released to the vendors in 7 equal tranches of 12.5%, each to be issued on the first day of each quarter of Friday Night’s fiscal year, beginning with May 1, 2018.”

Management Comments

“The Spire team brings decades of experience in the trenches of law enforcement, security, and high-stakes risk management,” said Sutton. “Spire is uniquely equipped to keep companies safe, secure, and compliant – which in turn creates more shareholder value and peace of mind.  I am extremely honored to call the Spire team a part of our family and look forward to the increased level of intelligence and awareness it brings us as a company, whether that be in current operations or when evaluating other opportunities in the sector.”

“Spire works with companies who want to make an honest dollar in a secure, compliant, law-abiding cannabis industry,” said Spire’s CEO Andy Richards, a 34-year law enforcement veteran who has led numerous high-profile investigations of organized drug crime. “Whether it’s regulatory applications, security procedures, or working hand-in-hand with government and law enforcement, our team has the right skills, connections, and experience to deliver.”

 

 

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