Jeffs’ Brands, Impact Acquisitions get TSXV approval for Fort Products merger

Jeffs’ Brands (JFBR) announced that the TSX Venture Exchange has approved the previously announced acquisition by Impact Acquisitions of 100% of the equity interests of Fort Products in exchange for an initial 75.02%, and up to an 83.29% contingent upon meeting predetermined milestones. Upon completion of the Proposed Transaction, Impact will issue 100,000,000 common shares to the Company at a deemed price per share of C$0.171246 for deemed aggregate consideration of approximately C$17.1M. Based an independent valuation report by Evans & Evans dated April 14, with respect to the fair market value of Fort as of January 31, the fair market of Fort ranges between C$16.86M to C$20.59M, on a controlling, marketable basis, subject to the assumptions and qualifications specified therein. Upon completion of the Proposed Transaction, Impact is anticipated to be listed as Tier 2 technology issuer on the TSXV. Upon completion of the Proposed Transaction, Impact will have approximately 133,300,000 common shares issued and outstanding on a non-diluted basis, of which 100,000,000 Impact Shares will be held by the Company, representing an ownership interest of approximately 75.02% of the total issued and outstanding. Jeffs’ Brands will also be entitled to receive up to an additional 66,000,000 common shares, contingent upon the achievement of certain pre-determined milestones, which would result in Jeffs’ Brands holding approximately 83.29% of the total issued and outstanding common shares on a non-diluted basis. In addition, upon the closing of the Proposed Transaction, Impact intends to issue equity interests to certain finders as compensation for providing advisory services in connection with the Proposed Transaction. Viki Hakmon, the Company’s CEO, may be deemed to have a personal interest in the Proposed Transaction, by virtue of being a relative of one the controlling shareholders of the Finders, and as such the Proposed Transaction was approved by the Company’s audit committee and board of directors in accordance with the Israeli Companies Law-1999. The Proposed Transaction is expected to leverage Fort’s innovative e-commerce platform, specializing in high-margin products sold on the Amazon Marketplace, to drive significant growth in global online retail markets. Subject to the satisfaction or waiver of all of the conditions precedent to the Proposed Transaction, Impact and Jeffs’ Brands anticipate that the Proposed Transaction will be completed by July 7. Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, due diligence and corporate and regulatory approvals and there can be no assurance that the Proposed Transaction will be completed as proposed or at all.