Keen Vision Acquisition Corporation, a company based in the British Virgin Islands, has announced an agreement to merge with Medera Inc., a Cayman Islands exempted company. Under the merger agreement, a Cayman Islands subsidiary will be formed under Keen Vision to facilitate the merger, with Medera merging into this new subsidiary to become the surviving entity. The agreement states that ordinary Medera shares will be converted into rights to receive acquirer ordinary shares based on a set exchange ratio. Adjustments may be made to the number of shares delivered at closing.
Representation and warranties are made by both parties, along with pre-closing covenants. Conditions for closing include various regulatory approvals and the absence of any laws or orders preventing the mergers. The deadline for the merger is set for April 24, 2025, unless extended. The agreement may be terminated under certain circumstances, such as if the closing has not occurred by the deadline. Additionally, Keen Vision will issue new securities for Medera shareholders with registration rights.
The merger's completion is subject to shareholder approval and other customary closing conditions.
Company References: - Keen Vision Acquisition Corporation (KVAC) - Medera Inc. (Medera)