AXM Pharma Announces A Proposed Reverse Merger with A Cameroon Billionaire Businessman
NEW YORK, July 02, 2018 (GLOBE NEWSWIRE) -- AXM Pharma, Inc. (OTC:AXMP) (“AXM Pharma” or the “Company”) is pleased to announce that it has entered into a binding letter agreement dated as of June 14, 2018 (the “Letter Agreement”) with a leading Cameroon-based Cocoa exporting company, AS Industries Cameroon (“ASIC”), which fully owns the largest indigenous cocoa exporting company in Cameroon, as well as a state of the art cocoa processing company. The Agreement outlines the proposed terms and conditions pursuant to which AXM Pharma, Inc. and ASIC will affect a business combination that will result in a reverse takeover of AXM Pharma by the shareholders of ASIC (the “Proposed Transaction”). ASIC has positive annual revenues of over $110 million and is swiftly growing to absorb the market even further.
The Agreement was negotiated at arm’s length. Per the Agreement, Mr. Emmanuel Neossi has acquired 70% control of AXM Pharma, Inc. Effective June 25, 2018, Mandla J. Gwadiso, newly appointed Chairman and CEO of AXM Pharma has stepped down and Mr. Emmanuel Neossi has been appointed as the new Chairman of the Board effective immediately. Mr. Emmanuel Neossi was advised by Palewater Advisory Group Inc. on this transaction.
ASIC is a privately held company organized/incorporated under the laws of the Republic of Cameroon, is one of the most dominant players in the fast-growing agribusiness sector of the Central Africa Region. The main activity has been trading in cocoa and coffee since the 90s around which many commercial and industrial activities have since become involved. ASIC markets more than 60,000 tons of cocoa and nearly 10,000 tons of coffee each year to partners in Africa and around the world. Currently the second largest exporter of the sector in the Cameroonian national territory, the company now holds a privileged position in the sub-regional cocoa market with major international groups. The organization works with more than 20,000 agricultural producers to support the global cocoa sustainability program by enabling thousands of families to receive a fair price for the wealth created along the value chain. The expansion of its activities has been crowned by the construction since 2016 of a state-of-the-art plant for cocoa processing and chocolate manufacturing. In 2017, the company started a cocoa industrial culture project to ensure the sustainability of its industrial activity.
Kent A. D. Clark, Chairman of Palewater Global Management Inc., the current parent company of AXM Pharma, Inc., stated thus: “We are very pleased to be adding AS Industries Cameroon into our structure. We are continuing to add to our diverse portfolio by entering the Agri-business realm. I have been deeply involved with Agri-Business as I was growing up and this is a privilege and honour to continue in an area I have a fondness for and have known most of my life. We are providing great benefit to Communities through our continued efforts and partnerships; I look very forward to fostering our relationship moving forward with Mr. Emmanuel Neossi as he is a real Champion. Together we are continuing to look at quality of life and benefit to Community as we build the Company.”
Mr. Emmanuel Neossi, The Chairman of ASIC and Neossi Group, opined that: “For more than two decades, we have been carrying forward an ambitious program of positive changes alongside the cocoa and coffee value chains to support economic growth in Cameroon. Our key strategic objective was therefore to increase value in key agribusiness sectors that have a strong ripple effect on the rest of the economy to ensure sustained improvements in people's livelihoods.
“I am very pleased to have acquired AXM Pharma and, having been appointed the new Chairman of the Board of Directors of the company, this will enable me to assume the key leadership role in the sub regional cocoa market and around. This transaction matches completely well with our holistic approach and vertical integration strategy.
“I have an unshakeable belief in the capacity of agribusiness in general as well as cocoa and coffee in particular to transform the economic and social structures in developing countries. Agribusiness in Africa and related services are expected to experience unprecedented growth. The intensive production and the retention of agricultural commodities such as cocoa on the national territory have given a radiant face to economies such as those of Côte d'Ivoire and Ghana with high margins of profitability remaining. Cameroon still has a lot of leeway unlike these latter countries and all investors may know that agricultural land investments are most welcome opportunity for increased investment in Sub-Saharan Africa agriculture.
“My experience of the global cocoa industry has shown that the oligopolistic structure of this industry has been in existence thanks to the absence of the consumption component in producing countries and the presence of strong barriers to entry like investment costs and technological challenges. Our commitment efforts were rewarded by a significant growth in our nationwide business and a key player position in the most privileged of the very closed circle of the global cocoa industry. I am therefore considered by most people in my region as the national champion for having dethroned the industrial monopoly established by worldwide groups for more than 60 years. Although it cost me 20 years of my life, I know that there is still a long road to go for building a world-renowned group that will be a legacy accessible to investors all around the world. I also appreciated the Palewater team that has worked tirelessly through our different time zones to ensure that this transaction gets to fruition and we believe that if Palewater continues in this trail, they will change how business is done in Africa. It is most definitely a privilege to be the first Cameroonian company to go public in America.”
Terms of the Transaction
The Proposed Transaction will be structured as an amalgamation, arrangement, takeover bid, share purchase or other similar forms of transactions or a series of transactions that have a similar effect with ASIC acquiring total control of AXM Pharma, whereas, the survivor of the merger would be called “Aaron Sparks Industries Inc.”, a transaction that will make Mr. Emmanuel Neossi a 70% control shareholder of Aaron Sparks Industries Inc. (“the merger survivor”). The final structure for the Proposed Transaction is subject to satisfactory tax, corporate and securities law advice for both AXM Pharma, Inc. and ASIC.
Completion of the Proposed Transaction is subject to a number of conditions, including completion of the merger, receipt of all necessary shareholder/shareholding and regulatory approvals, the execution of related/applicable transaction documents, approval of the SEC and FINRA for the business combination and change of name.
In connection with the Proposed Transaction, the Company will be required to, amongst others: (i) change its name to a name requested by AS Industries Cameroon. and acceptable to applicable regulatory authorities; (ii) consolidate/consolidation of its outstanding AMX PHARMA Shares on a basis to be determined (the “Consolidation”); (iii) replace all directors and officers of the Company on closing of the Proposed Transaction with nominees of ASIC; and (iv) create a new class of non-participating super voting shares that would be issued to the founder of ASIC, Mr. Emmanuel Neossi, under the Proposed Transaction.
In the Proposed Transaction, existing shareholders of the Company as of immediately prior to the completion of the Proposed Transaction would hold post-Consolidated AXM Pharma Shares (whose voting rights will be subordinated) with a value, based on the merger. Further details of the Proposed Transaction will be included in subsequent news releases and disclosure documents (which will include business and financial information in respect of ASIC) to be filed by the Company in connection with the Proposed Transaction. The shares of the Common stock representing 70% of the outstanding Capital Stock of AXM Pharma to be issued to Mr. Emmanuel Neossi for the acquisition of ASIC in the merger will be restricted, therefore there will be no change in the public float of the Company and there will be no reverse stock split either. The transaction is accretive to the current shareholders of AXM Pharma, Inc. as it also remains beneficial to the target on the other hand.
About AXM Pharma, INC.
AXM Pharma, Inc. The Group's principal activity is to sell over-the-counter and prescription pharmaceutical products in The People's Republic of China. The products are currently produced by third-party manufacturers and sold through third-party distributors. On 01-Jul-2006, the Group acquired 51% equity interest in Liaoning Ming Cheng Medical & Pharmaceutical Co., Ltd.
ASIC is a Cameroon-based holdings company which fully owns the largest indigenous cocoa trading company in Cameroon, as well as a state of the art cocoa processing company, with headquarters in Kekem. ASIC has several drying and storage units in Kekem, Douala or other rural areas in the centre region. In a few years of activity, ASIC through its strong network of producers, producer groups and business partners such as Touton SA, Sucden, Olam International has established itself as one of the leaders in cocoa / coffee trading in Cameroon.
The management team of ASIC is made up of skilled professionals, each having several years of experience such as its CEO Mr. Emmanuel NEOSSI who has 20 years of experience in the cocoa trade area.
The statements in this press release constitute forward-looking statements within the meaning of federal securities laws. Such statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, such forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Potential risks and uncertainties include, but are not limited to, technical advances in the industry as well as political and economic conditions present within the industry. We do not take any obligation to update any forward-looking statement to reflect events or developments after a forward-looking statement was made.
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