MTech Acquisition Corp. Amends Merger Agreement


MTech Acquisition Corp. Amends Merger Agreement

Apr 19, 2019 INTEL by Kristi Marvin

If only tomorrow wasn’t Saturday…MTech could have filed this on 4/20*…

If you’ve been wondering what’s been going on with MTech, well…we have an answer.  Sort of. Mtech Acquisition Corp. (MTEC) was supposed to hold their shareholder vote to complete their business combination with MJ Freeway, back on March 12th.  However, since then, there’s been a real lack of information.  Nothing has been announced or filed relating to what happened to the vote or if it had even been rescheduled. Nonetheless, MTech did finally file an 8-K and proxy/S-4 this morning announcing a few changes to to its merger agreement.  In summary, the changes are:

  • an increase of the size of the Pubco board of directors from seven (7) to eight (8) directors,
  • an increase of the number of directors appointed by MJF from four (4) to five (5) directors (which additional director will qualify as an independent director under Nasdaq rules) and,
  • a revision of the classification of directors so that the Class B directors will include two (2) MJF directors and one (1) MTech director.

However, there was still no mention of what happened with the previous vote, but we can surmise that there needed to be additional negotiations with MJ Freeway.  The final result is that the consideration appears to be the same, it’s just some tweaks to the board composition.

A new vote date has still not been rescheduled, but now that we have some documents filed it looks like this combination is back on track.

* If you didn’t catch the 420 reference, you can find an explanation here