Replies to post #20690 on Novation Holdings Inc. (NOHO)

[LionsTact]

"Registrant anticipates that the merger will be closed no later than the end of October, but under the terms of the Agreement and Plan of Merger, must be closed by December 31, 20145, unless amended by the parties."

Under the terms of the Agreement:

1.
Registrant will merge into ACX, ACX will be the surviving corporation and will continue as a Nevada corporation, and ACX will succeed to the filing obligations of Registrant under the Securities Exchange Act of 1934;

2.
Registrant will file a Schedule 14C Information Statement to disclose the terms and conditions of the merger and other material information to its shareholders. Shareholders holding a majority of the outstanding share votes of Registrant have already approved the Agreement and the merger in writing so the shareholder approval necessary to approve the merger under Florida law has already been obtained.

3.
Common shareholders of Registrant will be entitled to demand dissenters’ rights under Florida law, and the process for doing so will be set forth in the Schedule 14C to be distributed to shareholders of record by Registrant.

4.
All outstanding remaining assets and current operations of Registrant will be disposed of prior to or in the merger transaction and all liabilities of Registrant other than convertible promissory notes already outstanding, will be paid or otherwise discharged prior to the closing of the merger transaction.

5.
All outstanding convertible notes previously issued by Registrant will be converted into pre-merger common stock of Registrant immediately prior to the merger closing in accordance with the conversion provisions of each such convertible note, and then will be exchanged in the merger for common shares of ACX.

6.
All outstanding fully diluted common shares of Registrant at the closing of the merger, including the common shares issued in the conversion of outstanding convertible promissory notes, will be exchanged in the merger on the basis of one new, post-merger share of ACX common stock for each 10,000 pre-merger common shares of Registrant issued and outstanding, with any resulting fractional share being rounded up to the next whole number. The ACX common shares issuable in the merger to the pre-merger common shareholders of Registrant, including those common shareholders resulting from the pre-merger conversion of Registrant’s outstanding convertible promissory notes, will represent, collectively, ten percent of all of the ACX common stock issued and outstanding immediately upon the closing of the merger.

7.
The currently outstanding Series A Convertible Preferred stock of Registrant will be exchanged, on a one-for one basis, in the merger for Series A Convertible Preferred Stock of ACX having the same rights and privileges as the Series A Convertible Preferred Stock of Registrant.

8.
The common shares of ACX to be exchanged in the merger for the pre-merger common shares of Registrant will be set aside and reserved at the closing date by the transfer agent for ACX and will be distributed, to each pre-merger common shareholder of Registrant at the record date, immediately upon receipt by the transfer agent of a certificate or certificates for the pre-merger common stock, or the pre-merger convertible debt instrument converted into common stock at the merger closing, marked fully paid, or such substitute evidence of ownership of the pre-merger common stock of Registrant, including a lost stock affidavit, as the transfer agent and ACX shall determine to be satisfactory. In the event that any of the shares of ACX common stock set aside and reserved by the transfer agent for that purpose has not been delivered to a former pre-merger common shareholder of Registrant within two (2) years after the closing of the merger, shall be returned to the ACX treasury, as unissued.

9.
ACX will prepare and file a registration statement with the Securities and Exchange Commission, and any applicable state securities regulators, to register the common shares of ACX issued or issuable in the merger to the common shareholders or Registrant.

10.
The Board of Directors of ACX as the surviving entity in the merger, will be set forth in the Certificate of Merger to be filed with Nevada and Florida, but the current Board of Directors and management of Registrant will not continue in their current positions after the merger. The closing of the merger will result in a change of control of Registrant.

The above list of the results of the merger is not exclusive or definitive and reference is made to the Agreement and Plan of Merger, Exhibit 2, for complete details.

The merger is expected to close as soon as the SEC has declared effective the registration statement to be filed by ACX to register the ACX common shares to be issued to the pre-merger common shareholders or Registrant and full compliance with all other regulatory requirements and other conditions to closing, as set forth in the Agreement and Plan of Merger. Registrant anticipates that the merger will be closed no later than the end of October, but under the terms of the Agreement and Plan of Merger, must be closed by December 31, 20145, unless amended by the parties.