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Key Transaction Terms
Under the terms of the Merger Agreement, a merger subsidiary incorporated in Nevada as a PubCo subsidiary will merge with and into Impact BioMedical, with Impact BioMedical being the surviving entity. Simultaneous with or immediately following the merger, PubCo shall acquire all of the issued and outstanding shares of Dr Ashleys Bio Labs Limited, a Cayman Islands exempted company holding all shares of Dr. Ashleys. As a result of the Transaction, Impact BioMedical and Dr. Ashleys shall become wholly-owned subsidiaries of PubCo. Upon closing, the PubCo will be operated by the management team of Dr Ashleys, with a new Board of Directors to be assembled by Dr Ashleys.
The Boards of Directors of both Dr Ashleys and Impact BioMedical have unanimously approved the proposed Transaction, subject to, among other things, approval by Impact BioMedical's shareholders, and satisfaction (or waiver, as applicable) of the conditions provided in the Merger Agreement, including regulatory approvals and other customary closing conditions, including an effective registration statement on Form F-4 or S-4 in connection with the proposed Transaction being declared effective by the U.S. Securities and Exchange Commission (the "SEC") and the approval of listing applications with the New York Stock Exchange.
Additional information about the proposed Transaction, including a copy of the Merger Agreement, will be provided in a Current Report on Form 8-K to be filed by Impact BioMedical with the SEC and available at www.sec.gov. Additional information about the proposed Transaction will be described in the registration statement on Form F-4 or S-4, which will be filed by the newly formed PubCo with the SEC.
Posted In: IBO
