DALLAS, September 13, 2018 /PRNewswire/ --
Puration, Inc. (USOTC: PURA) ("PURA") today announced details of the plan to spinoff its cannabis cultivation subsidiary as part of an overall strategy to expand its cannabis beverage business. PURA's revenue has grown 600% over the last year since introducing its first cannabis beverage. Details of the company's beverage business expansion can be found on the company's new website http://www.purationinc.com. Details of the spinoff are included in this press release. Further details are anticipated to be available next week when PURA expects to publish the term sheet agreement between all parties involved in the spinoff transaction.
Spinoff Transaction Mechanics
The majority interest in PURA is controlled by ACI Conglomerated ("ACI"). ACI plans to acquire a majority interest in a yet to be disclosed target public company. The target public company will then issue stock to PURA in exchange for the controlling stock interest in PURA's cannabis cultivation subsidiary. The stock issued to PURA in exchange for the restaurant subsidiary will then in turn be issued to the shareholders of USMJ through a dividend distribution.
Note - ACI is executing a similar spinoff transaction with another of its portfolio company's, North American Cannabis Holdings (USMJ). The target company described here in is a different company than the target company ACI plans to engage with in a separate transaction with USMJ.
Spinoff Stock Ratios
The agreed value of the cannabis cultivation subsidiary for the purposes of the spinoff transaction is approximately $1.2 million. The actual transaction valuation or "sale price" may vary. The target public company will issue preferred stock with a fixed price per preferred share where the sum value of all the issued preferred shares equals the sales price. The preferred shares will be convertible into common shares. In conjunction with the spinoff transaction, the common shares of the target public company may be restructured. The common shares may be spit to better facilitate conversion of the preferred shares into common so that the converted common shares can be distributed to PURA shareholders in a sensible ratio. The exact ratio will not be finalized until all the necessary corporate actions are approved by the overseeing regulatory authorities.
Spinoff Time Line
The updated spinoff time line has been adjusted to coincide with the end of the current fiscal period on September 30th. All parties plan to contemporaneously execute the combined transactions necessary to affect the spinoff promptly after September 30th . Management anticipates the potential stock restructuring of the target public company, and dividend issuance of spinoff stock to take approximately another 30 days after the spinoff transaction. The company is planning to disclose the term sheet to include the name of the target public company next week.
As part of the concentration on the cannabis beverage business, Puration is spinning off its cannabis cultivation business in a transaction that includes the issuance of spinoff stock to all the shareholders of Puration. Puration shareholders will receive stock in the cannabis cultivation spinoff in addition to maintaining their Puration shares. The cultivation spinoff transaction is well underway. More news on the spinoff is coming soon.
Puration itself is a spinoff from North American Cannabis Holdings ("USMJ"). Puration is following a similar transaction structure to the one exercised by USMJ in its spinoff of Puration. USMJ is also restructuring its cannabis business operations at this time and executing a spinoff of its own with plans to issue a spinoff dividend to USMJ shareholders. USMJ also launched a new website this week with more details on its restructuring plans:
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This news release contains forward-looking statements within the meaning of the Securities Litigation Reform Act. The statements reflect the Company's current views with respect to future events that involve risks and uncertainties. Among others, these risks include the expectation that any of the companies mentioned herein will achieve significant sales, the failure to meet schedule or performance requirements of the companies' contracts, the companies' liquidity position, the companies' ability to obtain new contracts, the emergence of competitors with greater financial resources and the impact of competitive pricing. In the light of these uncertainties, the forward-looking events referred to in this release might not occur. These statements have not been evaluated by the Food and Drug Administration. These products are not intended to diagnose, treat, cure, or prevent any disease.
SOURCE Puration, Inc.