Geyser Brands Inc. (formerly Kanzen Capital Corp.) (TSX-V: GYSR) (the “Company”) is pleased to announce that it has entered into a non-binding letter of intent (the “Letter of Intent”) with Solace Management Group Inc. (“Solace”), a company incorporated under the laws of the Province of British Columbia, setting out certain terms and conditions as to the acquisition of all of the issued and outstanding shares (the “PurchasedShares”) of Solace by way of a share purchase, share exchange or similar transaction, following a review of all relevant legal, regulatory and tax matters (the “Proposed Transaction”).
Solace’s business consists of leveraging its brands, intellectual property, proprietary formulations in the hemp and cannabis markets by licensing distribution and production arrangements. Solace’s brands and assets include among other assets:
- Apawthecary Pets – a leading hemp-based pet treat brand with formulations for human grade, all-natural pet treats, salves and oral drops. Apawthecary Pets products are currently sold in pet stores and veterinarian clinics across Canada.
- Apothecary Naturals – a line of hemp based topical products, pain creams, organic soaps, lip balms and men’s topical grooming products.
- Apothecary Ink – a line of hemp based all-natural tattoo after care products.
- WildTail Pets – a line of single ingredient freeze-dried pet products, including hemp-infused pet treats, kibble and freeze-dried pet foods for dogs and cats.
- Apothecary Labs – a research and development arm of Solace engaged in technology and formulation development for beverages, topicals and other cannabis and hemp infused nutraceutical products.
Solace distributes its products in Canada through over 3,000 stores including Bosleys, PetLand, Pharmasave, Bukerfields, Master-Feeds, Global Pet Foods, Shoppers Drug Mart, Woofies, PetValue, Pet Planet & Bone & Biscuit. International distribution extends to the UK, Caribbean Islands, Austria, Belgium, Netherlands, Italy, Spain and the USA.
Summary of the Proposed Transaction
The Proposed Transaction is subject to, among other things: (1) the Company being satisfied with its due diligence review of Solace; (2) the receipt of all necessary consents, including all necessary third party consents; (3) board approvals of Geyser and Solace, (4) approvals and authorizations including any applicable shareholder approval; (5) TSXV Exchange (the “Exchange”) approval; (6) receipt of an independent valuation report of Solace, if required; (7) satisfaction of any Exchange requirements; and (8) the parties negotiating and entering into a definitive binding agreement in respect of the Proposed Transaction, with such other customary closing conditions.
The Letter of Intent contemplates that in exchange for the Purchased Shares, the Company will pay an aggregate purchase price of $3,900,000 (the “Purchase Price”), subject to adjustments, to the shareholders of Solace (the “SolaceShareholders”). The Purchase Price payable by the Company shall be paid by way of (1) an aggregate cash payment of $400,000 (the “Cash Payment”), a portion of which will be payable to each Solace Shareholder in proportion to the number of Purchased Shares such Solace Shareholder owns against the aggregate number of Purchased Shares, and (2) in respect of the balance of $3,500,000, by the issuance of 5,833,333 common shares (the “Consideration Shares”) of the Company at a deemed price of $0.60 per common share, subject to Exchange approval (the “Share Payment”). As with the Cash Payment, the number of the Consideration Shares each Solace Shareholder shall receive upon closing of the Proposed Transaction will be in proportion to the number of Purchased Shares such Solace Shareholder owns against the aggregate number of Purchased Shares. The specific terms of the Cash Payment and Share Payment will be outlined in the definitive binding agreement and the Company will provide an update accordingly. Certain Consideration Shares may be subject to escrow in accordance with Exchange policies. All Consideration Shares will be subject to a statutory hold period expiring on 4 months and 1 days from the date of issuance. On completion of the Proposed Transaction, Solace will become a wholly owned subsidiary of the Company.
Although the parties have entered into the Letter of Intent, there can be no assurance that the Proposed Transaction will be completed as proposed, or at all. No finder’s fees are payable in respect of the Proposed Transaction.
The Letter of Intent may be terminated at any time by either party in certain circumstances.
The Company currently has 20,928,284 common shares issued and outstanding. Upon completion of the Proposed Transaction, the Company will have 26,751,617 common shares issued and outstanding.
The Proposed Transaction is not an “arm’s length transaction” as such term is defined in the Exchange’s Policy 1.1 and constitutes a “related party transaction” as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by reason of Bradley D. Kersch (“Mr. Kersch”), director of the Company, also being director and President of Solace. Furthermore, Mr. Kersch owns 25% of the Purchased Shares, and who, together with other members of Mr. Kersch’s family, own an aggregate of 52.98% of the Purchased Shares. Mr. Kersch currently owns 1,826,434 common shares of the Company representing 8.73% of the issued and outstanding common shares in the capital of the Company on a non-fully diluted basis. The Letter of Intent contemplates that, in the event the Proposed Transaction were to close, Mr. Kersch would hold 3,284,767 common shares of the Company representing 12.2% of the issued and outstanding common shares in the capital of the Company on a non-fully diluted basis, and Mr. Kersch, together with other members of his family, would own 4,917,127 common shares of the Company representing 18.38% of the issued and outstanding common shares in the capital of the Company on a non-fully diluted basis.
Notwithstanding any requirement the Exchange may have with respect to the Proposed Transaction, Mr. Kersch has disclosed to the other directors of the Company (the “Disinterested Directors”) his interest in Solace and the Proposed Transaction and as such, only the Disinterested Directors who are “independent” as such term is defined in MI 61-101 will be entitled to vote on any board resolutions, or make any decisions, to approve the Proposed Transactions. The Letter of Intent has been approved by only the independent Disinterested Directors.
In respect of the requirements of MI 61-101, the Company is relying on the exemptions from the formal valuation and minority approval required under MI 61-101. The Company is exempt from the formal valuation requirement of MI 61-101 in reliance of sections 5.5(b) and 5.5(e) as no securities of the Company are listed on the specified markets outlined therein and the current Control Person, as such term is defined in applicable securities laws, owning 26.29% of the current issued and outstanding common shares in the capital of the Company, supports the Proposed Transaction and (1) is not an interested party, (2) is at arm’s length to the interested party, and (3) supports the transaction. Additionally, the Company is exempt from minority shareholder approval of MI 61-101 in reliance of section 5.7(1)(c). The Proposed Transaction will not create a new Control Person as such term is used applicable securities laws.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
THIS NEWS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
This news release contains forward‐looking statements and forward‐looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward‐looking statements or information. Forward‐looking statements and information are often, but not always, identified by the use of words such as “appear”, “seek”, “anticipate”, “plan”, “continue”, “estimate”, “approximate”, “expect”, “may”, “will”, “project”, “predict”, “potential”, “targeting”, “intend”, “could”, “might”, “should”, “believe”, “would” and similar expressions.
Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward‐looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the risks associated with the marijuana industry in general such as operational risks in growing; competition; incorrect assessment of the value and potential benefits of various transactions; ability to access sufficient capital from internal and external sources; failure to obtain required regulatory and other approvals and changes in legislation, including but not limited to tax laws and government regulations. Accordingly, readers should not place undue reliance on the forward‐looking statements, timelines and information contained in this news release. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information relating to Geyser is available at www.sedar.com.
SOURCE: Geyser Brands Inc.
Amnet New York and Taazu Announce Merger
Amnet New York Inc, the 3rd largest US based travel company servicing the Japanese market, today announced the merger with Taazu Inc, a New York based travel technology platform.
Amnet, founded in 1988 and based in New York with offices across the US, has a leading market share in the US & Japancorridor. Powered by Taazu’s technology platform, the merged entity will meet customer demand for a larger set of services across multiple channels and geographies.
“We are excited about the merger of Amnet and Taazu. This combination will help us scale our services to the global markets. Amnet’s offerings and large customer base along with Taazu’s technology platform is a winning combination”, said Fujio Nakagawa, President and Chief Executive Officer of Amnet.
Giri Devanur, Chief Executive Officer of Taazu, commented, “Amnet has established itself as a prominent player providing the highest quality offerings to business and leisure travelers. This merger will help us build an omni-channel travel platform offering end-to-end travel services and scale our business to $100 million by 2020.”
Nobuyuki Mokkoh, member of Taazu’s Board of Directors, who provided M&A advisory services, commented, “This is a perfect synergistic merger. A combined Amnet and Taazu will be able to quickly scale to become a powerhouse in the global travel industry”. Panamax Capital, LLC provided financial advisory services to Taazu.
SOURCE Taazu Inc.
insightsoftware Announces Acquisition of BizNet Software
insightsoftware, the global leader in enterprise resource planning (ERP) and enterprise performance management (EPM) reporting solutions, today announced the acquisition of BizNet Software, a leading software developer of Excel-based reporting and analytics solutions. Terms of the deal were not disclosed.
insightsoftware is the market leader in financial reporting and enterprise performance management, supporting more than 155,000 enterprise users in 5,500 companies across 130 countries worldwide. The acquisition adds to insightsoftware’s Excel-based reporting expertise and gives BizNet’s customers and channel partners access to a broader portfolio of reporting, visual analytics, and planning and budgeting solutions that connect to a wider range of ERP and EPM systems.
Based in Dallas, BizNet Software was founded to leverage the power of Microsoft Excel to facilitate the creation and sharing of interactive reports in minutes to save time, increase accuracy and enable users to answer many of their own business questions without being an Excel expert or requiring IT support. Selling both directly and through a network of channel partners, the company has more than 2,800 customers ranging from mid-market businesses to large corporations with a particular focus on the financial, distribution, manufacturing, and non-profit industries.
“With BizNet’s capabilities, insightsoftware is expanding our family of market-leading reporting products and fortifying our ability to offer ‘right for me’ customer solutions, regardless of their company size, the ERP/EPM they use, or their reporting environment preference,” said Mike Lipps, CEO of insightsoftware. “The combination creates the ultimate advantage for our customers, as well as our partners and distributors, around the world.”
“BizNet’s growth and success over more than two decades is because we recognized a real customer need in the market – users were wasting too much time collecting data and building reports in Excel instead of spending time analyzing the data to gain insight and drive more informed business decisions,” said George McMann, founder and CEO of BizNet Software. “We share insightsoftware’s vision for financial reporting and enterprise performance management, so this deal opens a whole new world of opportunities for our customers and partners to access complementary reporting and analysis solutions across a wide range of ERP and EPM systems.”
eToro Signals Tokenized Future With Acquisition of Smart Contract Infrastructure Provider Firmo
Global multi-asset investment platform eToro has today announced that it has acquired Firmo, for an undisclosed amount. Firmo enables smart contracts for derivatives to be securely enabled on any major blockchain.
Commenting on the news Yoni Assia, Co-founder and CEO of eToro, said: “The acquisition of Firmo will enable eToro to accelerate the growth of our tokenized assets offering. Blockchain and the tokenization of assets will play a major role in the future of finance. We believe that in time all investible assets will be tokenized and that we will see the greatest transfer of wealth ever onto the blockchain.“
eToro was founded in 2007 with the vision of opening up the global markets so that everyone can trade and invest in a simple and transparent way. While this core vision remains the same, new technology namely blockchain, means that the eToro business has, and will continue to, evolve.
Yoni Assia continued: “While our expansion has been largely organic to date, as the eToro business continues to grow we are on the lookout to acquire businesses which will help us stay at the forefront of fintech innovation. We believe that the market is particularly exciting at the moment.“
The Firmo team will act as an internal innovation unit tasked with bringing to life the goal of tokenizing all assets on eToro. This will involve research and development of infrastructure for the representation of assets and the execution of trade processes on blockchain infrastructure.
Dr. Omri Ross, CEO and Founder of Firmo , said: “The advent of crypto and the blockchain technology that underpins it has driven an explosion in financial innovation, however, a number of challenges are preventing mass adoption and integration into legacy infrastructure. Our goal is to enable our users to trade any asset globally with instant settlement by tokenizing assets and executing all essential trade processes on the blockchain.“
Firmo’s underlying technology provides a platform to securely deploy financial contracts and can work with any blockchain. They have developed a formally verified, domain-specific contract language ‘FirmoLang’ which, with the support of Firmo’s compiler can be translated onto a number of blockchain platforms such as Ethereum, EOS or NEO.
Yoni Assia said: “The Firmo team has done ground-breaking work in developing practical applications for blockchain technology which will facilitate friction-less global trading. The adoption of smart contracts on the blockchain increases trust and transparency in financial services. We are incredibly proud and excited that they will be joining the eToro family. We believe that together we have a very bright future and look forward to pursuing our shared goal to become the first truly global service provider allowing people to trade, invest and save.“
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