Avidus completes acquisition of Truestar Health Inc. and first tranche of equity private placement
VANCOUVER, BC and MESA, AZ, July 28, 2014 /PRNewswire/ - Avidus Management Group Inc. (TSX-V: AVD; "Avidus" or the "Company") is pleased to announce that further to its news release of July 16, 2014, it has completed the acquisition of substantially all of the assets of Truestar Health Inc. ("Truestar"), a Toronto based network-marketing company (the "Acquisition").
Under the terms of the Asset Purchase Agreement, Avidus completed the Acquisition for an aggregate purchase price (not including value of inventory) of CAD$6 million. CAD$500,000 of the purchase price was paid upon closing of the Acquisition and the remaining CAD$5.5 million will be paid based upon a 5% royalty override on Truestar's revenue. Avidus will pay for existing Truestar inventory as products are sold. The 5% royalty override does not begin until after current Truestar inventory is sold.
As part of the Acquisition, Avidus is acquiring Truestar's proprietary software system that allows distributors and customers to create customized nutritional, diet and exercise plans around Truestar's 30 plus products.
In addition, Avidus announces, that it has completed the first tranche of its previously announced non-brokered private placement (the "Private Placement") of units of the Company (each a "Unit") at a subscription price of CAD$0.10 per Unit. A total of 7,091,700 Units were issued under the first tranche closing for gross proceeds of CAD$709,170. Each Unit consists of one common share and one common share purchase warrant (a "Warrant"), each Warrant entitles the holder thereof to purchase an additional common share of the Company at an exercise price of $0.20 per common share for a period of 3 years from the date of issue.
All securities issued under the Private Placement are subject to a four‐month hold period expiring November 26, 2014, during which time the securities may not be traded. The proceeds of the Private Placement have been used to fund the Acquisition and for general working capital.
Avidus Management Group Inc. (TSXV: AVD, OTC: ASNHF), based in Mesa, Arizona, develops, acquires and operates growth direct sales and network marketing companies in the consumer health and wellness market. Avidus brands include Asantae (www.asantae.com) and Akea (www.akealife.com).
The Avidus leadership team has a combined experience of 100 years in network marketing and direct selling. For more information, visit www.avidusmanagementgroup.com.
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.
Forward Looking Statements
Certain information in this news release is forward-looking within the meaning of certain securities laws, and is subject to important risks, uncertainties and assumptions. This forward-looking information includes, among other things, information with respect to the Company's beliefs, plans, expectations, anticipations, estimates and intentions, including with respect to the Company's anticipated revenues, profitability and the completion of the Acquisition and the private placement of Units. The words "may", "could", "should", "would", "suspect", "outlook", "believe", "anticipate", "estimate", "expect", "intend", "plan", "target" and similar words and expressions are used to identify forward-looking information. The forward-looking information in this news release describes the Company's expectations as of the date of this news release.
The results or events anticipated or predicted in such forward-looking information may differ materially from actual results or events. Material factors which could cause actual results or events to differ materially from such forward-looking information include, among others, the Company's ability to develop new products which will receive market acceptance, to receive market acceptance in new markets outside the United States, to engage and retain qualified key personnel, employees and affiliates, to obtain capital and credit and to protect its intellectual property rights.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward-looking information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. The Company has assumed a certain progression, which may not be realized. It has also assumed that the material factors referred to in the previous paragraph will not cause such forward-looking information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED BY APPLICABLE LAWS.
SOURCE Avidus Management Group Inc.