Zenovia Digital Exchange Corp. (ZDEC)

[Big Brother]

8K out today.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10272933


On October 30, 2014, Zenovia Digital Exchange Corporation, a Delaware corporation (the “ Company”), entered into an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) with SSTL, Inc., a Nevada corporation (“Parent”), and SSTL Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. The Merger Agreement was approved by the Company’s Board of Directors (the “Board”) and the sole Director of Parent.

At the effective time of the Merger, each share of Company common stock issued and outstanding immediately prior to the effective time of the Merger (other than shares owned by (i) the Company, Merger Sub or any direct or indirect subsidiary of any of them immediately prior to the effective time of the Merger or (ii) stockholders who have properly exercised and perfected appraisal rights under Delaware law) will be converted automatically into the right to receive three (3) shares of common stock of the Parent. Other securities of the Company convertible or exchangeable into common stock will also be exchanged for securities of Parent based upon the same exchange ratio.