DSS Enters Into Share Exchange Agreement With And
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Posted On: 05/07/2020 1:52:14 PM
DSS Enters Into Share Exchange Agreement With And Acquisition Of Impact Biomedical, Inc. Forming Wholly Owned Subsidiary
8:04 am ET May 4, 2020 (Benzinga)
ROCHESTER, N.Y., May 04, 2020 (GLOBE NEWSWIRE) -- Document Security Systems, Inc. (“DSS” or the “Company”) (NYSE
SS), a leader in anti-counterfeit, authentication and diversion protection technologies, announces its Board of Directors has approved, and Document Security Systems, Inc. (“DSS”) has entered into a share exchange agreement (the “Share Exchange Agreement”) with DSS BioHealth Security, Inc., a Delaware corporation and wholly owned subsidiary of DSS (“DBHS”), Singapore eDevelopment Limited, a Singapore corporation (“SED”), Global BioMedical Pte Ltd, a Singapore corporation and wholly owned subsididary of SED (“GBM”), and Impact BioMedical Inc., a Nevada corporation and wholly owned subsidiary of GBM (“Impact BioMedical”), pursuant to which, among other things and subject to the terms and conditions contained therein, the DBHS will consummate the acquisition of all of the outstanding capital stock of Impact BioMedical (the “Impact Shares”) through a share exchange, with Impact BioMedical becoming a direct wholly owned subsidiary of the DBHS.
The aggregate purchase price for the Impact Shares is $50 million (the “Purchase Price”), which DBHS will pay by issuing to GBM (i) 14,500,000 newly issued shares of common stock of DSS, par value $0.02, (the “Common Stock”), nominally valued at $3,132,000, or $0.216 per share; and (ii) 46,868 newly issued shares of a new series of perpetual convertible preferred stock of DSS with a stated value of $46,868,000, or $$1,000 per share, convertible into shares of common stock of DSS, subject to a 19.9% beneficial ownership conversion limitation (“blocker”) based on the total issued outstanding shares of common stock of DSS held or to be held by GBM.
GBM is a 100% owned subsidiary of SED whose Chief Executive Office and largest shareholder is Heng Fai Ambrose Chan, the Chairman of the Board and largest shareholder of DSS.
The completion of the transaction is conditioned upon obtaining approval of the shareholders of both SeD and DSS, completion of an audit of the financial statements of Impact BioMedical (which shall be included in a proxy statement to be sent to DSS stockholders), and other conditions
© 2020 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
8:04 am ET May 4, 2020 (Benzinga)
ROCHESTER, N.Y., May 04, 2020 (GLOBE NEWSWIRE) -- Document Security Systems, Inc. (“DSS” or the “Company”) (NYSE
SS), a leader in anti-counterfeit, authentication and diversion protection technologies, announces its Board of Directors has approved, and Document Security Systems, Inc. (“DSS”) has entered into a share exchange agreement (the “Share Exchange Agreement”) with DSS BioHealth Security, Inc., a Delaware corporation and wholly owned subsidiary of DSS (“DBHS”), Singapore eDevelopment Limited, a Singapore corporation (“SED”), Global BioMedical Pte Ltd, a Singapore corporation and wholly owned subsididary of SED (“GBM”), and Impact BioMedical Inc., a Nevada corporation and wholly owned subsidiary of GBM (“Impact BioMedical”), pursuant to which, among other things and subject to the terms and conditions contained therein, the DBHS will consummate the acquisition of all of the outstanding capital stock of Impact BioMedical (the “Impact Shares”) through a share exchange, with Impact BioMedical becoming a direct wholly owned subsidiary of the DBHS. The aggregate purchase price for the Impact Shares is $50 million (the “Purchase Price”), which DBHS will pay by issuing to GBM (i) 14,500,000 newly issued shares of common stock of DSS, par value $0.02, (the “Common Stock”), nominally valued at $3,132,000, or $0.216 per share; and (ii) 46,868 newly issued shares of a new series of perpetual convertible preferred stock of DSS with a stated value of $46,868,000, or $$1,000 per share, convertible into shares of common stock of DSS, subject to a 19.9% beneficial ownership conversion limitation (“blocker”) based on the total issued outstanding shares of common stock of DSS held or to be held by GBM.
GBM is a 100% owned subsidiary of SED whose Chief Executive Office and largest shareholder is Heng Fai Ambrose Chan, the Chairman of the Board and largest shareholder of DSS.
The completion of the transaction is conditioned upon obtaining approval of the shareholders of both SeD and DSS, completion of an audit of the financial statements of Impact BioMedical (which shall be included in a proxy statement to be sent to DSS stockholders), and other conditions
© 2020 Benzinga.com. Benzinga does not provide investment advice. All rights reserved.
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