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OFFON

SPLASH BEVERAGE GROUP, INC.

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Splash Beverage Group, Inc. entered into a non-binding letter of intent to acquire Canfield Medical Supply, Inc. in a reverse merger transaction.

10/04/2019 EST

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.


ę S&P Capital IQ 2019
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Managers and Directors
Robert Nistico Chairman, President & Chief Executive Officer
Dean Scott Huge Chief Financial Officer, Secretary & Treasurer
James Martin Chief Innovation Officer
Peter J. McDonough Independent Director
Justin W. Yorke Director
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