I believe the amount of shares for the aquisition is set at 2 million. Its only adjustment is based on the exchange rate between US and Can dollars.
Terms and Structure of the Transaction
POET will acquire 100% of the shares of BB Photonics from its shareholders in consideration of the issuance of approximately 2,000,000 common shares from POET’s treasury in this stock only transaction, subject to adjustment based on the increase or decrease in the US-CDN dollar exchange rate before Closing which is expected to take place no later than 30 days following the date of the agreement.
The issuance of the POET Shares is subject to compliance with all United States and Canada Federal and State or Provincial securities laws and regulations, and the rules of the TSX Venture Exchange. The POET Shares will be restricted and subject to resale restrictions as established by the TSX Venture Exchange and U.S. securities laws. The management shareholders of BB Photonics have agreed not to sell, transfer, pledge or otherwise dispose of the POET Shares for a period of six months, at which time such shareholders may each sell up to 25% of the POET Shares received by them. The management shareholders may sell an additional 25% of the POET Shares received by them after twelve months. Thereafter, the management shareholders shall be able to sell the remaining shares after 24 months from Closing. The non-management shareholders of BB may sell POET shares at various times and in various amounts at four, six and twelve month periods following issuance.
