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Edoc Acquisition (ADOC) Announces Business Combination Agreement with Australian Oilseeds Investments Pty Ltd.,

December 7, 2022 9:36 AM EST

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EDOC Acquisition Corp. (Nasdaq: ADOC, ADOCR, ADOCW, “EDOC”), a special purpose acquisition company, and Australian Oilseeds Investments Pty Ltd., an Australian proprietary company (the “Company”) announced today that they have entered into a definitive Business Combination Agreement (the “Business Combination Agreement”).

Upon consummation of the transactions contemplated by the Business Combination Agreement (the “Business Combination”), Australian Oilseeds Holdings Limited, a newly formed subsidiary (“Pubco”) will seek to be listed on the Nasdaq Capital Markets. The outstanding shares of the Company and EDOC will be converted into the right to receive shares of Pubco. The transaction represents a post-combination valuation of $190 million ($190,000,000) for the Company upon closing, subject to adjustment.

For more than 20 years, the Company, directly and indirectly through its subsidiaries, has engaged in the business of processing, manufacturing and selling of non-GMO oilseeds and organic and non-organic food-grade oils, for the rapidly growing oilseeds market, through sourcing materials from suppliers focused on reducing the use of chemicals in consumables in order to supply healthier food ingredients, vegetable oils, proteins and other products to customers globally. The Company is committed to working with all suppliers in the food supply chain to eliminate chemicals from the production and manufacturing systems to supply quality products to customers globally. Today, the Company is the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.

The global oilseeds market is estimated at $264.87 billion in 2022 worldwide and is expected to grow to $340.44 billion in 2026 at a compound annual growth rate (CAGR) of 5.7%. The growing usage of oilseeds in animal feed is expected to propel the growth of the oilseed market going forward.

Oilseeds are rich in various phytochemicals such as phenolic compounds, flavonoids, tocopherols, tocotrienols, polyphenols, vitamins, minerals, protein, and fiber and are used in healthy vegetable oils, livestock feeds, medicines, biofuels, and other oleochemical industrial purposes. Oilseeds are also a rich source of oil, fatty acids, vitamins, minerals, protein, and fiber, all of which are often employed in the extraction of oil.

Commenting on today’s announcement, Mr. Gary Seaton, Chief Executive Officer of the Company, said, “Australian Oilseeds Investments is delighted to enter into a merger agreement with EDOC to help spread the awareness of chemical free non-GMO feed ingredients into the food supply chain - there is a wonderful synergy and understanding amongst EDOC shareholders that chemical residues in our farming and food supply chains are causing a number of health issues in our communities. The introduction and growth of chemical-free food ingredients and chemical free processing will provide a healthier option for all consumers … whether in Australia, America or globally. Australian Oilseeds Investments board and management look forward to working with EDOC's board and shareholders to expanding its global footprint in chemical free farming and chemical free food processing.”

“We are very excited to work with the Australian Oilseeds team to bring the company to a public listing on Nasdaq. Healthy food is crucial to heathy living. In addition, the sustainable regenerative farming practiced by Australian Oilseeds is good for the world.” said Kevin Chen, Chairman of the Board of Directors and Chief Executive Officer of EDOC. The boards of directors or similar governing bodies of the Company and EDOC have unanimously approved the proposed Business Combination, subject to, among other things, the approval by EDOC’s shareholders of the proposed Business Combination, satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the proxy statement/prospectus relating to the proposed Business Combination, the receipt of certain regulatory approvals, and approval by The Nasdaq Capital Markets to list the securities of Pubco.

Advisors

ARC Group Limited is serving as exclusive financial advisor to Australian Oilseeds Investments Pty Ltd, with Rimon P.C. acting as legal counsel to Australian Oilseeds Investments Pty Ltd. I-Bankers Securities, Inc. is serving as financial advisor to EDOC. Ellenoff Grossman & Schole LLP is acting as legal counsel to EDOC, with Maples acting as the Cayman counsel to EDOC and Clayton Utz acting as the Australian counsel to EDOC.

About Australian Oilseeds Investments Pty Ltd.

Australian Oilseeds Investments Pty Ltd. (the “Company”) is an Australian proprietary company that, directly and indirectly through its subsidiaries, is focused on the manufacture and sale of sustainable oilseeds (e.g., seeds grown primarily for the production of edible oils) and is committed to working with all suppliers in the food supply chain to eliminate chemicals from the production and manufacturing systems to supply quality products to customers globally. The Company engages in the business of processing, manufacture and sale of non-GMO oilseeds and organic and non-organic food-grade oils, for the rapidly growing oilseeds market, through sourcing materials from suppliers focused on reducing the use of chemicals in consumables in order to supply healthier food ingredients, vegetable oils, proteins and other products to customers globally. Over the past 20 years, the Company has grown to the largest cold pressing oil plant in Australia, pressing strictly GMO free conventional and organic oilseeds.

About EDOC Acquisition Corp.

EDOC Acquisition Corp. is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. The company is sponsored by an extensive network of physician entrepreneurs across 30+ medical specialties in leading medical institutions and is led by Kevin Chen, Chief Executive Officer of EDOC.

ADDITIONAL INFORMATION

Pubco intends to file with the SEC, a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of EDOC and a prospectus in connection with the proposed Business Combination involving EDOC, the Company, Pubco, American Physicians LLC, AOI Merger Sub, and Gary Seaton, pursuant to the Business Combination Agreement. The definitive proxy statement and other relevant documents will be mailed to shareholders of EDOC as of a record date to be established for voting on EDOC’s proposed Business Combination with the Company. SHAREHOLDERS OF EDOC AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH EDOC’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT EDOC, THE COMPANY, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to EDOC by contacting its Chief Executive Officer, Kevin Chen, c/o Edoc Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, New York 14564, at (585) 678-1198. NO OFFER OR SOLICITATION

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

NO ASSURANCES

There can be no assurance that the proposed Business Combination will be completed, nor can there be any assurance, if the Business Combination is completed, that the potential benefits of combining the companies will be realized. The description of the Business Combination contained herein is only a summary and is qualified in its entirety by reference to the definitive agreements relating to the Business Combination, copies of which will be filed by EDOC with the SEC as an exhibit to a Current Report on Form 8-K.

PARTICIPANTS IN THE SOLICITATION

Pubco, EDOC and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of EDOC in connection with the Business Combination. Information regarding the officers and directors of EDOC is set forth in EDOC’s annual report on Form 10-K, which was filed with the SEC on March 4, 2022. Additional information regarding the interests of such potential participants will also be included in the Registration Statement on Form F-4 (and will be included in the definitive proxy statement/prospectus for the Business Combination) and other relevant documents filed with the SEC.



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