Med-X, Inc. (Med-X) and Pacific Shore Holdings, Inc. (PSH) announced on Friday they have entered into a definitive merger and acquisition agreement. According to the Agreement, Med-X, an ancillary cannabis company and a leader in cannabis media and cultivation services arena, will combine with PSH, a global green pest control company and Over the Counter (OTC) pharmacy products supplier. This news comes just a few months after Med-X launched its second crowdfunding offer using Reg A+. Med-X was previously listed on StartEngine in 2016 but the offer was pulled from the crowdfunding platform when the company failed to file necessary documents with the Securities and Exchange Commission (SEC). The offering had raised $ 872,548 at the time it was suspended.
While sharing more details about the merger, Dr. David E. Toomey, CEO of Med-X, Inc., stated:
“The proposed combination of Med-X and PSH represents the next stage of our continued growth to become a global leader in green medicine technologies. With its international and domestic distribution partnerships in place, PSH aligns with and enhances the Med-X cannabis platform and further positions all of our business divisions for global growth. Through this transaction, we will also expand our ability to further invest in or acquire other companies in the space, develop new innovative solutions for customers and increase shareholder value,” stated Dr. Toomey.
Med-X, Inc. President and COO, Matthew Mills, also commented:
“We expect this transaction, combined with our growth plans for 2018 and beyond, to propel the combined company forward. It should also fuel our continued efforts with our Regulation A+ Crowdfunding initiative, which allows everyday Americans to participate with an investment of $420 for 700 shares in the company. This transaction should offer greater value to our shareholders, customers and employees as well open some doors within the investment banking community.”
To facilitate this transaction, Med-X majority shareholder, Mills will surrender approximately 79% of his Med-X common stock ownership. This combined with the 10% outstanding Med-X shares owned by PSH will facilitate the exchange. Once this transaction is complete with all of the PSH shareholders, Med-X shareholders will not experience any dilution with their current holdings. Upon closing of the merger, Mills will then hold approximately 14% of the outstanding common stock of the combined company. Mills will remain in control of the combined company with the issuance of preferred stock which will have only voting share rights.
The companies reported that under the terms of the agreement, PSH shareholders will tender two shares of common stock, in exchange for one share of Med-X common stock. The terms have been unanimously approved by both companies’ Boards of Directors. They added that this business combination will create a leader in the development of commercial and consumer products, integrated pest management services and pain management solutions. The merger is expected to close during the first quarter of 2018.
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