Splash Beverage Group, Inc. entered into a non-binding letter of intent to acquire Canfield Medical Supply, Inc. in a reverse merger transaction.
October 03, 2019
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Splash Beverage Group, Inc. entered into a non-binding letter of intent to acquire Canfield Medical Supply, Inc. (OTCPK:CNMF) in a reverse merger transaction on October 4, 2019. Splash Beverage Group, Inc. entered into a definitive merger agreement to acquire Canfield Medical Supply, Inc. in a reverse merger transaction on December 31, 2019. Under the terms of the agreement, each outstanding share of common stock, Series A Preferred Stock and Series B Preferred Stock of Splash, shall be converted into such amount of fully paid and non-assessable shares of common stock of Canfield Medical Supply, such that, Upon completion of the merger, shareholders of Splash as a group will own on a fully diluted basis approximately 85% of the Canfield Medical Supply and the current shareholders of the Canfield Medical Supply as a group will own on a fully diluted basis approximately 15% of the Canfield. Canfield Medical Supply, Inc. expects to implement a reverse stock split in a range of not less than 1 for 3 nor more than 1 for 3.5 shares.
Post the transaction, the Board of Directors shall consist of five Directors one of whom shall be appointed by WesBev LLC and three of whom shall qualify as independent Directors. At closing of the proposed Merger, the Canfield's Board of Directors will appoint Robert Nistico, Peter J. McDonough and Justin Yorke as new members of the Board, and contemporaneously Matt Lepo. Amy Atkinson, Michael Long, Michael West and Stephen West will tender their resignations as directors of the Canfield. Additionally, Matt Lepo will resign as the interim Chief Executive Officer and Chief Financial Officer of the Canfield. Upon effectiveness of such resignations, the new Board of Directors will appoint Robert Nistico as the Canfield's President and Chief Executive Officer and Dean Huge as Chief Financial Officer.
Closing of the transaction is subject to customary closing conditions including negotiation and execution of definitive transaction documents, obtaining Canfield's and Splash's shareholder approval, regulatory approvals, shareholders of Splash shall have entered into lock-up/leak out agreements by which they will agree to restrict post-merger sales of Canfield securities for a period of up to one year following the merger, Canfield Medical Supply and Michael West, Canfield Medical's former Chief Executive Officer, and a current Director, shall have entered into a business transfer and indemnity agreement, Canfield's Directors and Officers shall have tendered their resignations, Robert Nistico, Chief Executive Officer of Splash, shall be appointed as Chief Executive Officer of Canfield and satisfactory completion of business, technical and legal due diligence, among others. As of March 31, 2020, the transaction is expected to close on or about April 3, 2020. Darrin Ocasio of Sichenzia Ross Ference LLP acted as legal advisor to Splash Beverage Group. Aaron A. Grunfeld of The Law Offices of Aaron A. Grunfeld & Associates acted as legal advisor to Canfield Medical Supply.
Splash Beverage Group, Inc. is a portfolio company of beverage brands. The Company seeks to identify, acquire, and build early stage or under-valued beverage brands that have growth potential within its distribution system. Through its division Qplash, the Company offers e-commerce access to both business-to-business (B2B) and business-to-consumer (B2C) customers. Its segments are Splash Beverage Group and E-Commerce. The Company's Splash Beverage Group segment includes the manufacture and distribution of non-alcoholic and alcoholic branded beverages. The E-commerce segment is engaged in the e-commerce sale of beverages. Its brands include TapouT Performance Drink, Copa di Vino single-serve wine, Pulpoloco Sangria and SALT Tequila. Its Pulpoloco Sangria is crafted and imported from Spain. Copa di Vino is a producer of premium wine by the glass in the United States. SALT Tequila is a naturally flavored 100% blue agave blanco style 80 proof tequila.
SPLASH BEVERAGE GROUP, INC. 
