LATEST FIRM TRANSACTION
October 20, 2014
The shareholders (the “Vendors”) of Prime Nutrisource Inc., Nugale Pharmaceutical Inc. and Prime Nutrisource Inc. (New Jersey) (collectively, the “Corporations”) have completed the sale of all of the issued and outstanding shares in the capital of the Corporations to a wholly-owned subsidiary (the “Purchaser”) of E-World USA Holding, Inc. (“E-World”) for an aggregate purchase price of: (i) C$24,780,000, plus (ii) 25,000,000 exchangeable shares of the Purchaser (the “Purchaser Shares”), which are initially exchangeable into 25,000,000 shares of common stock of E-World.
In addition, the Purchaser has agreed to issue to the Vendors additional shares of exchangeable stock of the Purchaser following the completion by E-World of a debt offering (public or private) and/or public offering of its common stock for minimum gross proceeds of approximately US$30,000,000 so that the Purchaser Shares plus such additional shares of exchangeable stock may be exchanged for an aggregate of 25% of the issued and outstanding shares of common stock of E-World immediately following the completion of such offering.
The Corporations manufacture and produce various health, nutritional, and personal care products, specializing in softgels, and two-piece, liquids and powders.
Wildeboer Dellelce LLP acted for the Vendors in connection with the transaction with a team that included Peter Simeon, Michael Rennie and Thomas Sorbara (corporate/securities), James Padwick and Steven Vasilevski (debt products), Shayn Diamond (real estate) and Richard Lewin (tax).