Limecom merger>>>
Entry into a Definitive Material Agreement.
On October 24, 2017, Next Group Holdings Inc. (“NXGH” or the “Company”) received 100% of all outstanding shares of Limecom, Inc., as per the acquisition agreement which was effective as of October 20, 2017. NXGH through its wholly-owned subsidiary, Next Group Acquisition Inc., purchased all of the issued and outstanding shares of LimeCom Inc. (“LimeCom”), a Florida corporation, from Heritage Ventures Limited (“Heritage”). LimeCom is engaged in the global telecommunications business. The Stock Purchase Agreement (“Agreement”) with Heritage provided for the payment of 51,804,809 shares of NXGH restricted common stock and the sum of $2,000,000 for the shares of LimeCom. The cash component of the purchase price is payable within eight (8) months from the closing date. 10,360,800 shares of NXGH stock will be held in escrow for a period of eight (8) months in the event that any unknown or undisclosed claims are made against LimeCom. The Company is required to deliver the shares of NXGH stock to the Purchaser and the Escrow Agent within ten (10) days of the closing date. The acquisition is further provides that LimeCom must achieve $125,000,000 in revenues in fiscal year 2017, and $2,500,000 in EBITA. In the event that Limecom does not achieve these amounts, the Company wlll pay according to the formula written in the Agreement.. The Company and Heritage have a mutual right of rescission if the $2,000,000 is not paid or any unknown or undisclosed material claims are made against Limecom. as set forth in the Agreement.
As a part of the Agreement, Orlando Taddeo, President and CEO of LimeCom, and principal stockholder of Heritage, has agreed to enter into an Employment Agreement with LimeCom to be the President and CEO of LimeCom for all LimeCom business operations outside of the U.S., until such time as he qualifies to work in the U.S. His Employment Agreement further provides that his Agreement will be the same as that of Arik Maimon, CEO of NXGH. He will also be appointed a Director of NXGH. Mr. Taddeo has been Director & CEO of LimeCom for the past 5 years, and has been in the global telecommunications business since 1998. He has also recently held the following positions: Managing Partner Heritage Ventures (Ireland), Founder and Investor in LinkALL since February 2014.
On prior occasion, on October 10, 2017, the Company and LimeCom co-signed a letter agreement confirming the commitment by Limecom to lend NXGH. the aggregate sum of $513,872 over a period of eight months to assure that payment would be made to the three major convertible noteholders that signed redemption agreements with the Company. The Company and major convertible noteholders agreed that the Limecom funds would be available in the event the acquisition was not completed for any reason.
Completion of a requirement for the Stock Purchase Agreement was achieved on October 10, 2017 when Marcum LLP issued an opinion on Limecom’s Audited financial statements for the years ended December 31, 2016 and 2015. These documents are attached to this 8k.
Never buy or sell based on my posts! My posts are just my opinion!
