iFresh, Inc. ("iFresh" or "the Company") (NASDAQ: IFMK), a leading
Asian American grocery supermarket chain and online grocer,
announced entry into Share Exchange Agreement for acquisition
(“Acquisition”) of Xiaotai International Investment
Inc.(“Xiaotai”), a “peer-to-peer” lending company based in
Hangzhou, China providing an internet lending information
intermediary platform that gives borrowers access to a variety of
loan products in China, and entry into Share Purchase Agreement for
the spin-off of NYM Holding Inc. (“NYM”), a wholly owned subsidiary
of the Company into a standalone private company, Go Fresh 365 Inc.
(“Go Fresh”), solely owned by Mr. Long Deng, IFMK’s Chief Executive
Officer.
Pursuant to the Share Exchange Agreement dated June 7, 2019, the
Company shall acquire all of the issued and outstanding shares of
Xiaotai from its shareholders in exchange for issuance of
254,813,383 shares of common stock (the “Exchange Shares”) to
Xiaotai shareholders. On the same date, the Company also entered
into the Share Purchase Agreement to sell NYM, a subsidiary which
holds all of the Company’s existing business and assets and
liabilities, to Go Fresh, in exchange for cash consideration of
$9.1 million (the “Spin-off”). Upon completion of the
Acquisition and the simultaneous Spin-Off, IFMK will own 100%
of Xiaotai. Xiaotai shareholders and existing IFMK shareholders
will own approximately 94% and 6% of the Company, respectively. In
addition, Go Fresh will replace the Company as guarantor to the $22
million loan NYM owed to KeyBank National Association
(“KeyBank”).
Please refer to Company’s preliminary proxy statement filed on
June 7, 2019 on SEC website for more details related to the
restructure.
Completion of the transactions is subject to a number of
conditions, including but not limited to, IFMK’s shareholders'
approval of both transactions, satisfaction of NASDAQ listing
requirements of the post-restructure Company, consent of KeyBank,
regulatory approvals, the appointment of a
person designated by Xiaotai to the board of directors and the
satisfaction of other customary closing conditions. There can be no
assurance that the transactions will be completed as proposed or at
all.
Long Deng, Chief Executive Officer and Chairman of iFresh
commented, “The Company’s special committee consisting of solely
independent directors as well as the board of directors of IFMK
have unanimously determined that the Acquisition and Spin-off, are
advisable, fair to and in the best interests of the shareholders of
the Company, and has therefore approved the Share Exchange
Agreement and the Share Purchase Agreement and recommend our
shareholders to vote for such transactions at the special
shareholders meeting. The acquisition of Xiaotai and simultaneous
spin-off marks an important step forward in both parties’
transformation. We believe Xiaotai will deliver long-term value to
the Company’s shareholders.”
The Company has filed with the SEC a Report on Form 8-K
providing a more detailed summary of the transaction together with
copies of the Share Exchange Agreement and the Share Purchase
Agreement.
About Xiaotai International Investment
Inc. (“Xiaotai”)
Xiaotai, through its wholly owned subsidiaries, is a financial
technology and information services company that operates an
internet lending information intermediary platform providing
investors access to a variety of loan products initiated by
borrowers in China’s peer-to-peer lending industry. The loan
products currently facilitated on Xiaotai’s platform generally
range from one-month to twenty-four months. They are unsecured
loans lent based on a borrower’s creditworthiness and assessed
repayment ability. Through its internet lending information
intermediary platform, Xiaotai connects individual investors with
individual and small business borrowers. Xiaotai currently conducts
its business operations exclusively in China.
Supported by its proprietary finance technology,
Xiaotai developed the Zhizi risk control system, which is a
comprehensive risk control system and entitles Xiaotai to receive a
Level III Certificate for Protection of State Information Security
awarded by the PRC Ministry of Public Security, the highest level
of recognition granted to non-bank institutions in the finance
industry for stringent information security management and risk
controls. Leveraging its advanced finance technology and
innovative, reliable risk control procedures in serving borrowers
and investors through its website and mobile applications, it
provides efficient and effective solutions to address largely
underserved personal financing and investment demands of the
rapidly-growing middle class population in China.
About iFresh, Inc.
iFresh Inc. (NASDAQ:IFMK), headquartered in Long Island City,
New York, is a leading Asian American grocery supermarket chain and
online grocer on the east coast of U.S. With nine retail
supermarkets along the US eastern seaboard (with additional stores
in Glen Cove, Miami and Connecticut opening soon), and two in-house
wholesale businesses strategically located in cities with a highly
concentrated Asian population, iFresh aims to satisfy the
increasing demands of Asian Americans (whose purchasing power has
been growing rapidly) for fresh and culturally unique produce,
seafood and other groceries that are not found in mainstream
supermarkets. With an in-house proprietary delivery network, online
sales channel and strong relations with farms that produce Chinese
specialty vegetables and fruits, iFresh is able to offer fresh,
high-quality specialty produce at competitive prices to a growing
base of customers. For more information, please visit:
http://www.ifreshmarket.com/.
Forward-Looking Statements
Certain statements made herein are "forward-looking statements"
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"anticipate", "believe", "expect", "estimate", "plan", "outlook",
and "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. Such forward-looking statements include timing
of the proposed transactions; the business plans, objectives,
expectations and intentions of the parties once the transactions
are complete, and the Company’s estimated and future results of
operations, business strategies, competitive position, industry
environment and potential growth opportunities. These
forward-looking statements reflect the current analysis of existing
information and are subject to various risks and uncertainties. As
a result, caution must be exercised in relying on forward-looking
statements. Due to known and unknown risks, our actual results may
differ materially from our expectations or projections. All
forward-looking statements attributable to the Company or persons
acting on its behalf are expressly qualified in their entirety by
these factors. All information provided in this press release is as
of the date hereof. Other than as required under the securities
laws, the Company does not assume a duty to update these
forward-looking statements.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the outcome of any legal proceedings that have been, or
will be, instituted against IFMK or other parties to the Share
Exchange Agreement and the Share Purchase Agreement following the
announcement of the Share Exchange Agreement and Share Purchase
Agreement and transactions contemplated therein; the ability of the
Company to meet NASDAQ listing standards following the transactions
and in connection with the consummation thereof; the inability to
complete the transactions contemplated by the Share Exchange
Agreement and Share Purchase Agreement due to the failure to obtain
approval of the stockholders of IFMK or Keybank or other closing
conditions to; risks that the proposed transactions disrupts
current plans and operations and the potential difficulties in
employee retention as a result of the announcement of the Share
Exchange Agreement and consummation of the transactions described
therein; costs related to the proposed Acquisition and Spin-Off;
changes in applicable laws or regulations; the ability of the
post-restructure company to meet its financial and strategic goals,
due to, among other things, competition, the ability of the
post-restructure company to grow and manage growth profitability,
maintain relationships with customers and retain its key employees;
the possibility that the post-restructure Company may be adversely
affected by other economic, business, and/or competitive factors;
and other risks and uncertainties described herein, as well as
those risks and uncertainties discussed from time to time in other
reports and other public filings with the SEC by the
Company.
Additional information concerning these and other factors that
may impact our expectations and projections can be found in our
periodic filings with the SEC. IFMK's SEC filings are available
publicly on the SEC's website at www.sec.gov. IFMK disclaims
any obligation to update the forward-looking statements, whether as
a result of new information, future events or otherwise.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed transactions and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of IFMK or Xiaotai, nor shall there be any sale of any such
securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information about the Transactions and Where
to Find It
In connection with the proposed transactions, IFMK has filed
preliminary proxy statement with the SEC and will mail a definitive
proxy statement and other relevant documents to its stockholders.
Investors and security holders of IFMK are advised to read, when
available, the preliminary proxy statement, and amendments thereto,
and the definitive proxy statement in connection with IFMK's
solicitation of proxies for its stockholders' meeting to be held to
approve the transactions because the proxy statement will contain
important information about the transactions and the parties to the
transaction. The definitive proxy statement will be mailed to
stockholders of IFMK as of a record date to be established for
voting on the transactions. Stockholders will also be able to
obtain copies of the proxy statement, without charge, once
available, at the SEC's website at www.sec.gov or by
directing a request to: 2-39 54th Avenue, Long Island City, New
York 11101 e-mail: legal@ifreshmarket.com
For more information, please contact:At the Company:
iFresh, Inc.
Email: herinyin@newyorkmart.com
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