Dxxxx Xxxxxx. To Buyer as follows: Better For You Wellness, Inc. 1000 Xxxx Xxxxx Xxxxxx Ixx Xxxxx Columbus, OH 43205 The Ideation Lab, LLC 1000 Xxxx Xxxxx Xxxxxx To Seller as follows: Columbus, OH 43205
Dxxxx Xxxxxx. On May 11, 2009, Mr. Dxxxx Xxxxxx initiated a law suit against the Company in the Supreme Court of the State of New York alleging that the Corporation misrepresented the success of its business to induce Mx. Xxxxxx to invest in the Company. Mx. Xxxxxx, who was a client of Empire, invested $549,860.00 in the Company’s private placement offerings on March 4, 2008 and May 16, 2008 and purchased an additional 162,900 shares totaling $251,081.69 in the aftermarket. The Company believes that the action has no merit and intends to defend vigorously against the action. The Company’s D&O insurance provider has extended coverage and will cover the costs of legal representation, subject to the payment by the Company of the retention amount of $150,000
Dxxxx Xxxxxx. Name: Dxxxx “Dxxx” Cxxxxx Title: CEO and Founder Date: 7/11/19 By: /s/ Txxx Xxxxxx Name: Txxx xxxxxx Title: Chief Operating Officer and Founder Date: 7/11/19 MERCADYNE LLC – Advisors By: /s/ Dxxxx X. Xxxxx Name: Dxxxx Xxxxx Title: Managing DNB Member, Mercadyne Management Mercadyne Advisors Date: 7/12/19
Dxxxx Xxxxxx. Employment contract 1 March 2021 (1) EB Charging Ltd (2)
Dxxxx Xxxxxx. Thank you. Good morning and thank you all for taking the time to listen to our conference call today to discuss our agreement to acquire Exxxx X. Xxxxxxxxx Company. Gxxxx Xxxxxxx, our President and Chief Operating Officer, and Kxxxx Xxxxx, our Executive Vice President and Chief Financial Officer, are also here with me today. This conference call may contain forward-looking statements, as defined, that are subject to risks, uncertainties and other factors that are not within our control. Actual events or results may differ materially from expectations due to these risks, uncertainties, and other factors. These factors and additional information are included in Reliance’s and EMJ’s filings with the Securities and Exchange Commission. In particular, we refer you to the proxy statement/prospectus that will be filed with the Securities and Exchange Commission and sent to the EMJ stockholders in connection with the proposed merger. We urge investors to read the proxy statement/prospectus and any other relevant documents we file with the SEC when they become available because they will contain important information about EMJ and Reliance and the proposed transaction. Investors will be able to obtain these materials when they are available, and other documents filed with the SEC free of charge at the SEC’s website, wxx.xxx.xxx. A printed transcript of today’s conference call and a summary fact sheet, along with Regulation G Reconciliations, will be posted on our website at wxx.xxxx.xxx/xxxxxxxxxxxxxxxxxxx after completion of this conference call. It was with great pleasure and excitement that we, along with EMJ, announced last night that we have entered into a definitive merger agreement whereby Reliance will acquire EMJ for $13 per share, to be paid one-half in cash and one-half in stock, subject to a collar I will discuss later, in a transaction valued at approximately $934 million, including the assumption of EMJ’s net debt. The transaction will be immediately accretive to Reliance, even without consideration of any synergies, and is expected to be completed in the second quarter of 2006. This transaction represents an opportunity for us to enhance our already industry-leading financial results by combining with an outstanding company that complements our reputation for excellence and our corporate culture. We have, for a long time, believed in the strong strategic merit in combining the two companies. We chose not to pursue a transaction earlier primarily beca...
Dxxxx Xxxxxx. No. It’s kind of out of our hands at this point. After we file, it depends upon whether the SEC is going to review this. One way or another, we believe that we’ll close it during the second quarter. Whether that’s earlier in the quarter or later in the quarter is just unknown at this time.
Dxxxx Xxxxxx. Sure. With respect to the synergies, Txxx, we really can’t say anymore. There has been no regular pattern on what we’ve experienced in the past. It really depended upon that particular transaction and the products they were in and the areas of the country that they operated in. So there’s really no pattern as to what we obtain in synergies. And typically most of the value I think comes from the sharing of best practices and that happens over time. So we really can’t give you any more information on the synergies part. With respect to the acquisition environment post transaction we’ve said previously that the industry is still very active and there’s a lot of opportunities out there and I believe that that will still be the case. There will be one less opportunity for us out there than there was before this transaction, but there are still many opportunities, we believe, for us to continue to grow and prosper and we remain to be excited about that. And as I’d mentioned earlier, that’s why we wanted to have a capital structure post transaction that we were very comfortable with. Being levered at 44%, debt-to-total capital after the transaction is a very comfortable level for us and will provide us a good ability to continue to grow. Txxx Xxxxxxx: All right. Well, best of luck. It looks good. Thanks.
Dxxxx Xxxxxx. And we don’t know really about that. At this point in time we haven’t done appraisals or anything like that, so we don’t know what that write up might be.
Dxxxx Xxxxxx. So, we’re comfortable with it. Axxx Xxxxxxxxxx: Well, congratulations on buying an excellent company at an excellent price. Operator: Thank you. Our next question is coming from Mxxxxxx Xxxxxxxx. Sir, please state your affiliation and then pose your question.
Dxxxx Xxxxxx. They would be released from their obligation with us if there was a superior to proposal. Dxxx Xxxxxx: Okay. So if somebody else came in and made a higher offer, Kxxxx would be released from selling the position to you at the buy out price? Dxxxx Xxxxxx: Yes. That’s correct. Dxxx Xxxxxx: Okay. Thank you very much, all right. Operator: Once again, if there should be any remaining questions or comments,(OPERATOR INSTRUCTIONS). I’m showing no further questions in the queue at this time. Did you have any closing comments?
