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Toronto, Ontario, Dec. 06, 2021 (GLOBE NEWSWIRE) --
MiniLuxe Holding Corp. (formerly Rise Capital Corp.) (TSXV: MNLX) ("Rise" or the "Company") is pleased to announce that it has completed its previously announced business combination ("Transaction") with MiniLuxe, Inc. ("MiniLuxe"). The subordinate voting shares of the Company are expected to commence trading on the TSX Venture Exchange (the "Exchange") at the open of the market on or about December 8, 2021 under the symbol "MNLX". As a result of the Transaction, MiniLuxe will become a wholly-owned subsidiary of the Company and will carry on MiniLuxe's existing business. The Company will be classified as a Tier 2 issuer on the Exchange. The Transaction was an arm’s length transaction and constituted a reverse takeover of the Company by MiniLuxe.
In connection with the completion of the Transaction, the Company: (i) consolidated its common shares on a 4:1 basis; (ii) re-designated its common shares as Class A subordinate voting shares; (iii) created the Class B proportionate voting shares; (iv) issued to holders of the 8,438,566 outstanding subscription receipts of MiniLuxe FinCo Corp. ("FinCo") an aggregate of 8,438,566 Class A subordinate voting shares of the Company in connection with the amalgamation of FinCo and a wholly-owned subsidiary of the Company in accordance with the terms of the subscription receipt financing completed by FinCo on October 15, 2021; and (v) issued an aggregate of 32,784,148 Class A subordinate and 91,065 Class B proportionate voting shares of the Company to former holders of outstanding stock of MiniLuxe. The terms of the Class A subordinate voting shares and the Class B proportionate voting shares of the Company can be found in the management information circular of Company dated August 20, 2021, which is available on the Company's SEDAR profile at www.sedar.com.
Effective as of the completion of the Transaction, the directors of the Company are Anthony Tjan, Stefanie Jay, Mats Lederhausen, Zoe Krislock and Vernon Lobo. Zoe Krislock, the current Chief Executive Officer of MiniLuxe, was appointed as the Chief Executive Officer of the Company, and Elizabeth Lorber the current Chief Financial Officer of MiniLuxe, was appointed as the Chief Financial Officer of the Company.
Upon completion of the Transaction, there were 54,972,714 Class A subordinate voting shares (inclusive of Class A subordinate voting shares issued to former holders of subscription receipts of FinCo) and 91,065 Class B proportionate voting shares of the Company outstanding. Of this amount, 1,841,560 Class A subordinate voting shares and 69,846 Class B proportionate voting shares will be subject to escrow in accordance with the policies of the Exchange. In addition, 4,362,500 Class A subordinate voting shares of the Company remain subject to the CPC escrow agreement executed in connection with the Company's initial public offering.
Further information regarding the Transaction can be found in the filing statement of the Company dated November 9, 2021, which is available on the Company's SEDAR profile at www.sedar.com.
Upon closing of the Transaction, Cue Ball Capital, LP ("Cue Ball"), which is indirectly controlled by Anthony K Tjan, Brian H. Chu and John D. Hamel, beneficially owned an aggregate of 64,891 Class B proportionate voting shares and 310,417 Class A subordinate voting shares of the Company, representing approximately 44.6% of the total voting power attached to the Company’s outstanding securities, assuming the conversion of all outstanding Class B proportionate voting shares to Class A subordinate voting shares on a 1,000:1 basis. Cue Ball's address is One Faneuil Hall Square, 7th Floor, Boston, Massachusetts, 02109.
For further information and to obtain a copy of the early warning report to be filed by Cue Ball under applicable Canadian securities laws in connection with the foregoing matters, please see the Company’s profile on SEDAR at www.sedar.com.
MiniLuxe, a Delaware corporation based in Boston, Massachusetts is a digital-first, socially-responsible lifestyle brand and talent empowerment platform for the nail and waxing industry. For over a decade, MiniLuxe has been setting industry standards for health, hygiene, and fair labour practices in its efforts to transform the most used, but highly under-regulated nail care industry. MiniLuxe looks to become one of the largest inclusionary educators and employers of vocational women workers by empowering Asian-American, Asian-Canadian, and other diverse members on its talent empowerment platform.
Today, MiniLuxe derives its revenue streams across talent services (nail care and waxing services) and product revenue (through its own proprietary clean nail care products). MiniLuxe is driven by a fully integrated digital-first platform that manages all client bookings, preferences and payments and provides designers with the ability to manage scheduling, clientele preferences, performance and compensation tracking, and training content. Since its founding, MiniLuxe has performed over 2 million services.
For further information
Anthony Tjan, Chairman
The securities referenced herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. Accordingly, the securities may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This press release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") concerning the Company and its subsidiaries within the meaning of applicable securities laws. Forward-looking information may relate to the future financial outlook and anticipated events or results of the Company and may include information regarding the Company's financial position, business strategy, growth strategies, acquisition prospects and plans, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company's expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "targets", "expects", "budgets", "scheduled", "estimates", "outlook", "forecasts", "projects", "prospects", "strategy", "intends", "anticipates", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might", or "will" occur. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management's expectations, estimates and projections regarding future events or circumstances.
Many factors could cause the Company's actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking information, including, without limitation, those listed in the "Risk Factors" section of the Company's filing statement dated November 9, 2021. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this press release.
Forward-looking information, by its nature, is based on the Company's opinions, estimates and assumptions in light of management's experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Those factors should not be construed as exhaustive. Despite a careful process to prepare and review forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information. Although the Company bases its forward-looking information on assumptions that it believes were reasonable when made, which include, but are not limited to, assumptions with respect to the Company's future growth potential, results of operations, future prospects and opportunities, execution of the Company's business strategy, there being no material variations in the current tax and regulatory environments, future levels of indebtedness and current economic conditions remaining unchanged, the Company cautions readers that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates may differ materially from the forward-looking statements contained in this press release. In addition, even if the Company's results of operations, financial condition and liquidity, and the development of the industry in which it operates are consistent with the forward-looking information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made (or as of the date they are otherwise stated to be made). Any forward-looking statement that is made in this press release speaks only as of the date of such statement.
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 release.
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