ITEM 1.01 Entry into a Material Definitive Agreement.
Definitive Merger Agreement with MJ Harvest, Inc.
·The name of the surviving company in the Merger will be
·Following the effective date of the Merger, the corporate existence of MJHI will cease.
·Each share of MJHI common stock outstanding on the effective date of the Merger will be converted into 2.7 shares of CBDS Common Stock.
·On the effective date of the Merger, the surviving Company will have an aggregate total of 167,369,863 common shares outstanding and no shares of preferred stock outstanding.
·Following the Merger, the shareholders of MJHI will hold approximately 72% of the total outstanding shares of common stock of the surviving company, and the shareholders of CBDS will hold approximately 28% of the total outstanding common shares of the surviving company.
·The Merger is subject to majority approval of the shareholders of both MJHI and CBDS.
·The shareholder meeting to approve the merger is intended to take place at
·The shareholders of MJHI and CBDS will have rights to dissent from the Merger, and, if the notice of dissent is properly given, the dissenting shareholders may be paid fair value for such dissented shares.
·The Board of Directors of the surviving company following the Merger is
intended to consist of
·The Executive Officers of the Company following the Merger are intended to
include Patrick Biltion - Chief Executive Officer,
·The Merger Agreement includes representations and warranties, covenants, and conditions for MJHI and CBDS as are customary for transactions of this nature.
·No brokerage fees are payable in connection with the Merger.
·The Merger Agreement may be terminated (i) by mutual consent of the parties;
(ii) by either party deciding not to pursue the Merger, subject to payment of
·If the shareholders of either or both companies fail to approve the merger by a majority of the shares outstanding on the record date for the shareholders meeting, the company or companies may continue the shareholders meeting in order to allow more time to solicit proxies for approval of the Merger.
·If majority shareholder approval of the merger is not obtained, the Merger will not occur, and the Merger Agreement will be terminated.
·All costs and expenses in connection with the Merger transactions will be borne by CBDS, except that MJHI will be responsible for expenses of its own legal counsel and auditing costs.
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Item 7.01. Regulation FD Disclosure
On
The information provided in this Section 7.01, including the exhibits incorporated herein by reference, shall not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements and information. Although the forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. No assurances are, or can be given, that the parties will close the Merger Agreement, or that if such Merger occurs, the merged business would be successful. Certain conditions to any closing of the potential Merger would likely be outside of our control. MJHI assumes no obligation to update any forward-looking statement to reflect any event or circumstance that may arise after the date of this report.
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with the proposed Merger transactions, CBDS plans to file
the S-4 Registration Statement with the
PARTICIPANTS IN THE SOLICITATION
CBDS and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of CBDS in connection with
the proposed Merger transactions. MJHI and its officers and directors may also
be deemed participants in such solicitation. Security holders may obtain more
detailed information regarding the names, affiliations and interests of certain
of CBDS's executive officers and directors in the solicitation by reading CBDS's
proxy statement/prospectus and other relevant materials filed with the
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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