Long Blockchain Corp. Enters into Letter-of-Intent with Stater Blockchain, UK-Based Bus. that is Building Blockchain Solution...
January 16 2018 - 10:53AM
Business Wire
About Stater
Blockchain:
- Operates Stater Global Markets, an
FCA-Regulated Prime-of-Prime Brokerage in the UK -- Investing in
Blockchain Technology and Digital Cryptocurrency Solutions -
Long Blockchain Corp. (NasdaqCM: LBCC) (the “Company”) today
announced that it has entered into a letter-of-intent with Stater
Blockchain Limited (“Stater”), a technology company focused on
developing and deploying globally scalable blockchain technology
solutions in the financial markets. Stater’s wholly-owned
subsidiary, Stater Global Markets, is a Financial Conduct
Authority (FCA) regulated brokerage that facilitates market access
across multiple instruments including spot FX, digital currency
futures and contracts for difference (CFDs).
The letter-of-intent contemplates an all-stock transaction
pursuant to which the Company would form a wholly-owned subsidiary
which would merge with and into Stater with Stater surviving as a
wholly-owned subsidiary of the Company. It is anticipated that the
Company would remain listed on the Nasdaq Capital Markets following
the closing of the transaction.
If the Company is able to reach an agreement with Stater and the
transaction is consummated, it is expected to complement its
recently announced agreement to acquire 1,000 Antminer S9 mining
rigs and 1,000 APW3++ PSUs.
Philip Thomas, Chief Executive Officer of Long Blockchain,
commented, “We are excited to announce this potential milestone
event for the Company. Stater has been making investments to build
its cryptocurrency platform and blockchain solutions, and we look
forward to combining our efforts in this transformational
partnership. Our ultimate goal is to build a portfolio of
investments that touch multiple points in the blockchain ecosystem
and this transaction would be an important step in that
direction.”
Ramy Soliman, Chief Executive Officer of Stater Blockchain,
added, “This merger would truly be a transformational moment for
our business. Stater Blockchain brings a number of different assets
to the table and our collective business will be unique in the
investor space. It gives a holistic value add for shareholders
through accretive blockchain expertise and plans, as well as a
regulated institutional brokerage through Stater Global Markets.
This combination of fintech and brokerage is a really powerful
value proposition and we look forward to working with Philip and
his team to achieve a leading position in a dynamic new world.”
Terms of the letter-of-intent between the Company and Stater
have not been made public at this time. Completion of the
transaction is subject to the negotiation of a definitive merger
agreement between the parties (the “Merger Agreement”),
satisfaction of the conditions negotiated therein and approval of
the transaction by the Company’s stockholders. Accordingly, there
can be no assurance that a Merger Agreement will be entered into or
that the proposed merger with Stater will be consummated.
Assuming the Company and Stater enter into the Merger Agreement,
the parties will look to seek stockholder approval from the
Company’s stockholders in the second quarter of 2018, subject to
SEC review of the proxy statement to be filed by the parties for
the proposed transaction, and will look to close the transaction
shortly thereafter.
About Long Blockchain Corp.
Long Blockchain Corp. (formerly Long Island Iced Tea Corp.) is
focused on developing and investing in globally scalable blockchain
technology solutions. It is dedicated to becoming a significant
participant in the evolution of blockchain technology that creates
long term value for its shareholders and the global community by
investing in and developing businesses that are “on-chain”.
Blockchain technology is fundamentally changing the way people and
businesses transact, and the Company will strive to be at the
forefront of this dynamic industry, actively pursuing
opportunities. Its wholly-owned subsidiary Long Island Brand
Beverages, LLC operates in the non-alcohol ready-to-drink segment
of the beverage industry under its flagship brand ‘The Original
Long Island Brand Iced Tea®’.
About Stater Blockchain Limited
Stater Blockchain aims to be the global market leader in
blockchain technology solutions for the financial markets. The
organization focuses on developing and deploying innovative and
scalable distributed ledger technology solutions for the financial
services sector. Stater Blockchain owns Stater Global Markets, a
UK-based FCA regulated prime-of-prime brokerage, which facilitates
market access across multiple instruments including spot FX,
digital currency futures and contracts for difference. For further
information, please visit www.staterblockchain.com.
Forward Looking Statements
This press release includes statements of the Company’s
expectations, intentions, plans and beliefs that constitute
"forward looking statements" within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 and are intended to come within the safe
harbor protection provided by those sections. These statements,
which involve risks and uncertainties, relate to the discussion of
the Company’s business strategies and its expectations concerning
future operations, margins, sales, new products and brands,
potential joint ventures, potential acquisitions, expenses,
profitability, liquidity and capital resources and to analyses and
other information that are based on forecasts of future results and
estimates of amounts not yet determinable. These also include
statements relating to the possibility that the Company and Stater
are able to execute the Merger Agreement when expected or at all;
the structure, timing and completion of the proposed transaction
between the Company and Stater; and the anticipated benefits of the
proposed transaction between the Company and Stater. These
statements include any statement that does not directly relate to a
historical or current fact. You can also identify these and other
forward-looking statements by the use of such words as "may,"
"will," "should," "expects," "intends," "plans," "anticipates,"
"believes," "thinks," "estimates," "seeks," "predicts," "could,"
"projects," "potential" and other similar terms and phrases,
including references to assumptions. These forward looking
statements are made based on expectations and beliefs concerning
future events affecting the Company and are subject to
uncertainties, risks and factors relating to its operations and
business environments, all of which are difficult to predict and
many of which are beyond its control, that could cause its actual
results to differ materially from those matters expressed or
implied by these forward looking statements. These risks include
the Company’s history of losses and expectation of further losses,
its ability to expand its operations into blockchain technologies,
its ability to develop or acquire new brands, the success of its
marketing activities, the effect of competition in its industry and
economic and political conditions generally, including the current
economic environment and markets. More information about these and
other factors are described in the reports the Company files with
the Securities and Exchange Commission, including but not limited
to the discussions contained under the caption “Risk Factors.” When
considering these forward looking statements, you should keep in
mind the cautionary statements in this press release and the
reports the Company files with the Securities and Exchange
Commission. New risks and uncertainties arise from time to time,
and the Company cannot predict those events or how they may affect
it. The Company assumes no obligation to update any forward looking
statements after the date of this press release as a result of new
information, future events or developments, except as required by
the federal securities laws.
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version on businesswire.com: http://www.businesswire.com/news/home/20180116006246/en/
For InvestorsPhilip ThomasLong
Blockchain Corp.1-855-452-LBCCorFor
MediaVanessa GreenWigwam PR on behalf of Stater
Blockchain LimitedTel: +44 (0)1483 563562 / +44 (0) 771 333
2303vanessa@wigwampr.com