Mira III Acquisition Corp. Completes Qualifying TransactionApril 16, 2014
Mira III Acquisition Corp. (“Mira III”), a capital pool company listed on the TSX Venture Exchange, completed its qualifying transaction (“Qualifying Transaction”) with Wind Power Holdings, Inc. (“Wind Power”) on April 16, 2014, pursuant to a merger agreement dated March 31, 2014. The Qualifying Transaction was structured as a reverse triangular merger under Delaware law pursuant to which Mira Subco Inc., a wholly-owned subsidiary of Mira III, merged into Wind Power and Wind Power became a wholly-owned subsidiary of Mira III. Subsequently, Wind Power was merged into Mira Subco LLC (a wholly-owned subsidiary of Mira III) under Delaware law as part of an integrated transaction with the merger. Wind Power’s subsidiary, Northern Power Systems, Inc., is a next-generation renewable energy technology company. Mira III was renamed Northern Power Systems Corp. in connection with the Qualifying Transaction and the voting common shares of the resulting issuer were subsequently listed on the Toronto Stock Exchange.
Prior to completion of the Qualifying Transaction, Wind Power completed a brokered private placement of subscription receipts for aggregate gross proceeds of $24,500,000.
Wildeboer Dellelce LLP acted for Mira III in connection with the Qualifying Transaction with a team that included Perry Dellelce, James Brown and Julie Anderson (corporate/securities), and Kevin Fritz (tax).