El Greco International Investments S.R.L., Claude Dauphin Estate and Mark Joseph Irwin entered into a non-binding letter of intent to acquire Traditional Luxury Distribution Business of Sarment Holding Limited from Sarment Holding Limited (TSXV:SAIS) for $20.5 million on June 21, 2019. As on July 29, 2019 El Greco International Investments S.R.L., Claude Dauphin Estate and Mark Joseph Irwin entered into a sale and purchase agreement to acquire Traditional Luxury Distribution Business of Sarment Holding Limited from Sarment Holding Limited (TSXV:SAIS). El Greco International controls 74% stake in Sarment and members of Dauphin family controls 20% of its shares with other investors controlling remaining 6% stake in Sarment. Under the terms of the consideration for the proposed transaction consists of payment of $1 and assumption by the Buyers of Sarment Holding’s obligation to pay all outstanding shareholders loans of the Sarment, and accrued interest thereon, of approximately $20.45 million as at the date of the intent. The principal terms and conditions of the letter of intent include, among others, an exclusivity period of 60 days that no liability or binding obligation is intended to be created between the parties. Following completion of the transaction, it is expected that the Sarment Holding would continue to operate from Singapore and would focus its resources on KADDRA, its customer experience management platform, and digital media and services. As part of transaction, it is expected that completion of certain ancillary restructuring transactions, whereby Mark Joseph Irwin would acquire a significant portion of El Greco International Investments S.r.l.’s and Claude Dauphin Estate’s shareholding in SAIS, would result in the creation of Mark Joseph Irwin as a new control person who will hold 53.50% of the Sarment Holding. The closing of the proposed transaction will be subject to a number of conditions, including, but not limited to, receipt of a favorable valuation and fairness opinion and a positive recommendation by the special committee, board approval, and execution of definitive agreement, along with customary regulatory, third party and shareholder approvals, including the final approval of the TSX Venture Exchange. The proposed transaction would be subject to the applicable requirements set forth in MI 61-101, including the requirement for the Sarment Holding to obtain minority shareholder approval. The board of directors has established a special committee of the board comprised of Ken Robertson, being the independent director of the board, to consider the proposed transaction on behalf of the Sarment Holding. The Special Committee will obtain a final formal valuation and fairness opinion with respect to the finalized terms of the proposed transaction once determined. Accordingly, both the Transaction and the creation of a new control person must be approved by a simple majority of shareholders present in person or by proxy at the meeting other than El Greco, Mark Joseph Irwin, Claude Dauphin Estate and Catherine Dauphin. As on July 29, 2019 the Special Committee has obtained and reviewed the fairness opinion and recommended that the Board approved the Transaction. On annual general meeting of Sarment Holding held on August 30, 2019, shareholders approved the transaction. The completion of the transaction remains subject to approval of TSX Venture Exchange. As of September 13, 2019, the transaction was also approved by TSX Venture Exchange. Directors Mark Joseph Irwin and Giulio Fiarolo di Gropello (a director of El Greco) abstained from voting on the transaction due to their conflicts of interest. MNP LLP acted as fairness opinion provider to the Special Committee of Sarment Holding.