Mikab Corporation entered into a non-binding letter of intent to acquire PhoneBrasil International, Inc. from DR Shell LLC, Novation Enterprises, LLC, Weis Exemption Trust and others for approximately $200 million in a reverse merger transaction.
June 03, 2021
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Mikab Corporation entered into a non-binding letter of intent to acquire PhoneBrasil International, Inc. (OTCPK:PHBR) from DR Shell LLC, Novation Enterprises, LLC, Weis Exemption Trust and others for approximately $200 million in a reverse merger transaction on March 8, 2021. Pursuant to the terms of the Exchange Agreement, the Transaction will take place in two steps: (1) Mikab stockholders are issued 9,000,000 shares of presently outstanding Preferred Stock of the Company constituting approximately 82% of the Company's outstanding Common Stock on an as-converted basis in exchange for their Mikab Common Stock, and (2) following the increase in authorized Common Stock on or about August 27, 2021, the Company will reclassify the Preferred Stock by exchanging it for newly designated Series A Convertible Preferred Stock (the Series A). As part of the reclassification, the former Mikab stockholders will receive 2,969,722.3 shares of Series A representing 94.2% of the Company's outstanding Common Stock on an as-converted basis without including the Common Stock underlying the Warrants. The Preferred Stock issued at the closing will be cancelled. Each share of Series A will be convertible into 500 shares of Common Stock. The Series A will vote with the Common Stock on an as-converted basis until converted. Prior to closing the transaction, Mikab expects to acquire certain of the assets of Novation Enterpises, LLC in exchange for one-half of the common stock of Mikab. The Mikab shareholders will receive approximately 94% of PhoneBrasil outstanding common stock. Following the transaction, PhoneBrasil is expected to change its name to AmeriCrew Inc. and approve a reverse stock split in the range of one-for-25 to one-for-100 as the board of directors of PhoneBrasil will later determine, subject to approval by the Financial Industry Regulatory Authority. In case of termination of the transaction, Mikab will be required to pay a termination fee of $75,000. Upon close of the transaction, Novation's Chief Executive Officer expected to become the Chief Executive Officer of PhoneBrasil, and Mikab's President expected to become the Chief Operating Officer of PhoneBrasil.
The transaction is subject to Mikab's shareholder approval, all authorizations, consents, approvals, permits and orders of all federal and state Governmental Entities shall have been obtained, PhoneBrasil shall have maintained its quotation on the OTC Pink Market, all statutory requirements for the valid consummation by Mikab of the transactions contemplated by the greement shall have been fulfilled and others. The Board of Directors of PhoneBrasil and the majority shareholders have approved a certificate of amendment to the certificate of incorporation of PhoneBrasil to effect (i) the reverse split, (ii) the authorized common stock reduction, (iii) the par value increase, and (vi) the name change. Michael D. Harris of Nason, Yeager, Gerson, Harris & Fumero, P.A. and John Jadhon of Barclay Damon LLP acted as legal advisors to PhoneBrasil. Worldwide Stock Transfer, LLC acted as transfer agent to PhoneBrasil International.
AmeriCrew Inc. is engaged in providing specialty contracting services to market participants in the telecommunications and clean energy industries and infrastructure. The Company's in-house program hires and trains military veterans to provide construction and maintenance services to its customers. The Company consists of fiber construction and fifth-generation (5G) wireless construction, which is grouped into the category of telecommunications infrastructure and consists of construction and maintenance and related services with respect to fiber optic cables, wireless cell towers and 5G small and macrocells, site planning and installation and related services for clean energy systems with a focus on electric vehicle (EV) charging stations, and workforce development. It provides telecommunications infrastructure installation, maintenance and removal services for sites in connection with the cellular wireless, broadcast (AM & FM) radio, and original equipment manufacturing sectors.
Mikab Corporation entered into a non-binding letter of intent to acquire PhoneBrasil International, Inc. from DR Shell LLC, Novation Enterprises, LLC, Weis Exemption Trust and others for approximately $200 million in a reverse merger transaction.