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Goodmans Deals & Cases

This section contains brief summaries of selected significant cases and transactions.  You'll also find representative lists  - by year - of major transactions and cases where Goodmans' involvement is a matter of public record or where inclusion in the list has been authorized by our clients.

Subversive Merger with Intercure

2021

Areas Mergers and Acquisitions, Private Equity

Summary

 

Subversive Merger with Intercure

  • Intercure Ltd. is the largest, fastest-growing and most profitable cannabis company in Israel.  It is listed on the Tel Aviv Stock Exchange (TASE). Intercure’s stock price rose by over 40% on the announcement of this transaction.
  • Following closing the combined entity will be listed on the TASE, the TSX and the NASDAQ.   This will be the first company in the world to be listed on all these exchanges.  
  • This iconic transaction will be Subversive’s “qualifying transaction” and will be the first such transaction in the world to comprise a merger of two public companies involving four stock exchanges in three jurisdictions. 
  • The merger has a rare structure involving the acquisition by the target (Intercure) of the SPAC (Subversive).   
  • The transaction involves numerous highly complex aspects, including:

o    a court-approved Plan of Arrangement process in Canada,

o    shareholder meetings of Subversive and Intercure in Canada and Israel, respectively,

o    prospectus filings in Canada and the United States

o    cross-border tax and corporate, commercial and securities law structuring

o    concurrent PIPE financing with institutional investors

o    approvals from several regulatory agencies in Canada, the United States and Israel.

Goodmans played a key role in the design and formation of the SPAC, and in the planning, structuring, negotiation and execution of this multidimensional cross-border transaction.