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Desmond to buy fruit, nut farms for $65-million (U.S.)

2014-09-03 12:29 ET - News Release

Mr. Mark Pajak reports

DESMOND ANNOUNCES PROPOSED ACQUISITION OF VOS

Desmond Investments Ltd. has entered into a letter of intent dated Aug. 22, 2014, to acquire AP Vos & Seuns (Pty.) Ltd. and its related companies. The acquisition is at arm's length.

Vos and its related companies are private, family-owned and operated, farming operations of mixed fruit and macadamia nut orchards in South Africa. The property consists of approximately 1,300 hectares located close to Desmond's existing macadamia nut processing factory in the province of Mpumalanga, South Africa. Vos currently supplies wet and dry raw nuts internationally. Further information regarding Vos, including financial information, will be provided when available.

The LOI contemplates a purchase price of $65-million, to be satisfied through the issuance of 135,416,667 common shares of Desmond at a deemed price of 24 Canadian cents per share, and the sum of $32.5-million (U.S.) in cash, in exchange for all the issued and outstanding share capital of Vos. The consideration shares will be subject to escrow and other release schedules, the terms of which are yet to be finalized. At present it is not contemplated that there will be any change to the board of directors of Desmond or any material changes to its senior management.

A concurrent financing will be conducted in connection with the acquisition in order to satisfy the purchase price requirements, the terms of which remain to be agreed. Finders' fees may be payable in connection with the financing, subject to compliance with the exchange's policies and subject to exchange approval. Further details on the terms of the financing will be announced when finalized.

Closing of the acquisition is subject to a number of conditions including the entering into of a definitive agreement, the completion of a financing, receipt of all required shareholder, regulatory and third party consents, including exchange approval, and satisfaction of other customary closing conditions. The acquisition cannot close until the required approvals are obtained. There can be no assurance that the acquisition will be completed as proposed or at all. If required pursuant to TSX Venture Exchange Policy 2.2, the company will retain a sponsor in connection with the acquisition.

Further details regarding the acquisition will be issued as it becomes available. Trading in the common shares of the company will remain halted pending further filings with the exchange. Investors are cautioned that, except as disclosed in the disclosure document to be prepared in connection with the acquisition, any information released or received with respect to the acquisition may not be accurate or complete and should not be relied upon.

We seek Safe Harbor.

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