Superlatus, Inc., a U.S.-based holding company of food products and distribution capabilities, has signed a letter of intent to be acquired by TRxADE HEALTH, Inc. (NASDAQ: MEDS), which is a pharmaceutical exchange platform provider.
Under the terms of the agreement, upon closing of the merger, shareholders of Superlatus will receive 3,839,176 shares of MEDS, valued at $58.61 per share, and comprised of common shares in an amount representing 19.99% of the total issued and outstanding stock of MEDS after closing, and the remainder in shares of a new class of MEDS non-voting preferred stock, in each case multiplied by such shareholder’s pro rata percentage ownership.
The merger is expected to close in the late third quarter or early fourth quarter of 2023. The boards of directors of both companies have unanimously approved the letter of intent. The deal is subject to customary closing conditions including completion of due diligence, delivery of audited financials, approval of a continued listing by Nasdaq, and completion of any regulatory approvals.
Suren Ajjarapu, founder, CEO, and director of TRxADE, said, “This announcement is a significant milestone for TRxADE shareholders, and we believe that the combined entities will unlock significant value and synergies to be a significant player in the competitive food and snack marketplace. We believe this strategic transaction that restructures the business to focus on the combined strengths of each organization will provide a competitive advantage in the industry and allow us to gain market share through quality products, customer adoption, and through accretive acquisitions that will create substantial value and returns to our shareholders.”
The other major closing conditions include the acquisition by Superlatus of Sapientia, Inc., a food tech business led by food scientist Dr. Eugenio Bortone. Sapientia has created and filed four foundational patents revolving around the “protein curl” and crispy puff-style snack. Another closing condition is the completion of a valuation report for Superlatus following the acquisition of Sapientia, reflecting a value of at least $225 million.
On completion of the merger, TRxADE will pivot its business focus and branding to become an industry-leading processing and forming technologies company that creates the latest generation of delicious, high-nutrition, high-taste, and texture plant-based foods and snacks. The planned products also include plant-based meats & plant-based meat snacks, plant-based dairy milks & and yogurts, and pulse-based “puffed/twisted” snack foods for both humans and pets. TRxADE plans to divest its existing operating business and assets shortly after the merger.
“Through this transaction, we believe we will form a company with an exciting growth strategy. Given the extensive pipeline of potential Food Tech acquisitions that will be enabled by the Nasdaq listing, we anticipate it will bring many benefits to all stakeholders,” said Tim Alford, Superlatus’ interim CEO.
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