Vejii Holdings Ltd., a North American online marketplace for plant-based and sustainable products, is pleased to announce that it has entered into a share purchase agreement (the “Purchase Agreement”) to acquire VEDGEco USA Inc. (“VEDGEco”), a leading online business-to-business (“B2B”) wholesale platform for plant-based products.
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“VEDGEco launched as one of the first online wholesale platforms dedicated to providing restaurants and independent grocers with a large selection of high-quality plant-based options,” said Kory Zelickson, CEO of Vejii. “This meant that small business owners could at last gain access to a large selection of plant-based products and ingredients without the requirements that typical larger national distributors have in place, such as large minimum order sizes.”
Pursuant to the terms of the Purchase Agreement, the Company will acquire 100% of the issued and outstanding shares (the “Purchased Shares”) of VEDGEco (the “Transaction”) from the shareholders of VEDGEco (the “Vendors”). The total purchase price for the Purchased Shares will be US$6,250,000, payable as follows: (a) on the date of the closing of the Transaction (the “Closing”), the Company will issue such number of common shares of the Company (each, a “Common Share”) with a deemed value of $3,500,000 (the “Consideration Shares”) to the Vendors, as determined based on a price per Consideration Share of the greater of (i) C$0.35 per Consideration Share and (ii) the closing price of the Common Shares on the Canadian Securities Exchange on the date immediately preceding the announcement by the Company of the Transaction, converted into United States dollars at the Bank of Canada exchange rate on such date; and (b) earn-out payments up to a maximum of US$2,750,000, payable in Common Shares (the “Earn-Out Shares”), priced in the context of the market, to be issued to the Vendors upon VEDGEco meeting certain milestones as more particularly set out in the Purchase Agreement.
The Consideration Shares and the Earn-Out Shares issued under the Purchase Agreement are subject to a statutory hold period of four months and one day, restrictions on transfer under applicable United States (“U.S.”) securities laws and a contractual lock-up as set out in the Purchase Agreement (the “Voluntary Lock Up”). Subject to compliance with applicable securities laws, 12.5% of the Consideration Shares and the Earn-Out Shares will be released from the Voluntary Lock Up on a quarterly basis for a period of 24 months from the date of issuance.