iCoreConnect, a SaaS company with an enterprise and healthcare workflow platform, and FG Merger on Friday announced a business combination agreement at a pro forma enterprise value of $98 million. If approved, iCoreConnect would uplist from the OTC market to the Nasdaq, and trade under the ticker symbol ICCT.
The transaction is expected to deliver up to $82.5 million of gross proceeds to the combined company from the FGMC trust account, assuming no redemptions.
Existing FGMC shareholders who choose not to exercise their redemption rights in connection with the business combination will have 100% of their equity converted into preferred stock of the combined company. The preferred stock will have a 12% coupon payable in cash or paid-in-kind for the first 24 months after the close of the transaction and cash thereafter. The initial conversion price from common stock to preferred stock will be at $10 per share. A reset to the holder of $10 or 20% above the simple average volume weighted average price will occur 12 months after the closing of the transaction. The reset price can be no greater than $10 per share, and no less than $2.
iCoreConnect common stockholders will receive common stock in the combined company.
The transaction has no minimum cash condition, however if the closing cash is less than $20 million then the sponsor has agreed to forfeit any and all dividends accrued on shares of preferred stock owned by the sponsor. Read more.
