Vejii Announces Closing of
Acquisition of VEDGEco USA, Inc.
This acquisition will enable Vejii
to expand its offerings to include business-to-business
("B2B") wholesale distribution through grocery and
foodservice channels for plant-based brands through
VEDGEco.com.
VANCOUVER, BC, January 4, 2022 -- InvestorsHub NewsWire
-- Vejii Holdings
Ltd. (CSE: VEJI) ("Vejii" or the "Company"), a North American online
marketplace for plant-based and sustainable products, is pleased to
announce that it has completed the acquisition as of December 31,
2021 (the "Acquisition") of VEDGEco USA, Inc.
("VEDGEco"), a
leading online B2B wholesale platform for plant-based products,
from the shareholders of VEDGEco (collectively, the
"Vendors").
Pursuant to a purchase agreement (the "Purchase Agreement") dated December
22, 2021 among Vejii, VEDGEco and the Vendors, Vejii has acquired
all of the issued and outstanding shares of VEDGEco (the
"Purchased
Shares"), for a total purchase price of US$6,250,000
(the "Purchase
Price"). Pursuant to the Purchase Agreement, Vejii
issued to the Vendors on the closing date of the Acquisition an
aggregate of 12,865,000 Common shares of Vejii with a deemed value
of US$3,500,000 or C$4,502,750 (the "Consideration Shares"), as
determined based on a price per Consideration Share of C$0.35,
converted into United States dollars at the Bank of Canada exchange
rate on December 22, 2021. The remainder of the Purchase Price is
payable in earn-out payments up to a maximum of US$2,750,000,
payable in Common shares (the "Earn-Out Shares"), priced in the
context of the market, to be issued to the Vendors upon VEDGEco
meeting certain milestones as more particularly set out in the
Purchase Agreement.
The Consideration Shares and the Earn-Out Shares are subject
to a statutory hold period of four months and one day, restrictions
on transfer under applicable United States securities laws and a
contractual lock-up as set out in the Purchase Agreement (the
"Voluntary Lock
Up"). Subject to compliance with applicable securities
laws, 12.5% of the Consideration Shares and the Earn-Out Shares
will be released from the Voluntary Lock Up on a quarterly basis
for a period of 24 months from the date of issuance.
VEDGEco's key personnel are expected to continue to run the
operations of VEDGEco and Kory Zelickson and Darren Gill, directors
of Vejii, have joined the board of directors of VEDGEco.
"I would personally like to thank our advisors and team
members on both sides who worked tirelessly over the holidays to
ensure we close this transaction before year-end. This allows our
new combined teams to hit the ground running in 2022, and focus on
growing our businesses and onboarding new customers and products to
our platforms," said Kory Zelickson, CEO of Vejii.
The Acquisition is expected to drive synergies across
purchasing, customer service, technology, and logistics for Vejii
and VEDGEco. Vejii will also be able to leverage VEDGEco's existing
facilities in Hawaii, Northern California and Georgia, while
providing VEDGEco with access to its facilities in Texas,
Wisconsin, and its soon-to-be operational third-party logistics
operation in Southern California
In addition to providing VEDGEco's existing offering of
wholesale plant-based products, Vejii will now have the ability to
significantly expand VEDGEco's product selection by leveraging its
existing case-lot purchasing and expanding the range of products on
its platform through VEDGEco. VEDGEco operates its distribution
centers from Hawaii and California, which will further expand
Vejii's distribution network, reducing shipping costs and expanding
the Company's offering of regionalized same-day
delivery.
"Between going public and completing our acquisition of Vegan
Essentials and then VEDGEco, 2021 closed on a high note for us,"
said Darren Gill, President and COO of Vejii. "I feel we have
proven our ability to execute our plans and objectives, getting two
deals closed in two months, and the stage is now set for growth in
2022 as Vejii will be able to service our brand partners through
our direct to consumer marketplace and business to business through
the addition of VEDGEco."
About VEDGEco USA Inc.
With a goal of bringing the freedom of food choice to
independent restaurants and businesses, VEDGEco is the first
nationwide plant-based wholesaler. Launched nationally in 2020, we
ship frozen plant-based products in bulk to the restaurant and
wholesale food industry, as well as to consumers across the
U.S.
Our carefully curated selection of the best plant-based meat,
dairy, and egg alternatives ship frozen and in recyclable and
compostable packaging to reduce our carbon footprint and make it
easy for our customers to say yes to delicious plant-based
food!
About Vejii Holdings Inc.
Headquartered in Kelowna
B.C, Vejii is a unified digital marketplace and fulfillment
platform featuring thousands of plant-based and sustainable-living
products from a growing list of hundreds of vendors. The platform
offers an easy-to-use, omnichannel experience for both vendors and
buyers, leveraging big data and artificial intelligence to
elegantly connect brands with a targeted consumer base, both
organically and through specialized marketing programs. Dynamic
fulfillment services empower brands to offer tier-one service, with
ongoing engagement being driven through features like smart lists,
subscription programs, reordering functions, sampling programs, and
more.
The Company also owns and operates U.S.-based Veg Essentials
LLC ("Vegan
Essentials"), which operates VeganEssentials.com. A
staple of the plant-based community, Vegan Essentials was
established in 1997 and contributes more than 20 years of consumer
insight, data, and buying power. VeganEssentials.com was awarded
best online vegan store from 2005-2018, as well as best online
vegan grocer from 2018-2021 by VegNews Magazine.
For more information, visit VejiiHoldings.com
VejiiHoldings.com
ON BEHALF OF THE BOARD OF DIRECTORS:
Kory Zelickson, Director and CEO
For further information, please contact:
IR@VejiiHoldings.com
Find Vejii on Social Media: on Instagram, Facebook, Twitter,
and LinkedIn
No securities regulatory authority has either approved or
disapproved of the contents of this news release.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities of Vejii in any
jurisdiction in which such offer, solicitation or sale would be
unlawful. The Consideration Shares and the Earn-Out Shares have not
been and will not be registered under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"), or any state
securities laws. Accordingly, the Consideration Shares and the
Earn-Out Shares may not be offered or sold within the U.S. or to
U.S. persons (as defined in Regulation S under the U.S. Securities
Act) unless registered under the U.S. Securities Act and applicable
state securities laws, or pursuant to exemptions from the
registration requirements of the U.S. Securities Act and applicable
state securities laws.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This press release contains certain forward-looking
statements within the meaning of applicable securities laws with
respect to the Company. These forward-looking statements generally
are identified by words such as "believe," "project," "expect,"
"anticipate," "estimate," "intend," "strategy," "future,"
"opportunity," "plan," "may," "should," "will," "would," and
similar expressions. Forward-looking statements in this press
release include statements relating to: (i) the payment of Earn-Out
Shares to the Vendors; (ii) the expected effects of the Acquisition
for the Company and VEDGEco, including the expected expansion of
Vejii's offerings to include B2B wholesale distribution through
VEDGEco.com, the expectation that key personnel of VEDGEco will
remain with the Company, the expectation that the Company will be
able to grow Vejii's and VEDGEco's business and onboard new
products to their respective platforms, the expectation that the
Acquisition will drive synergies across purchasing, customer
service, technology, and logistics for Vejii and VEDGEco, the
expectation that Vejii will be able to leverage VEDGEco's existing
facilities in Hawaii, Northern California and Georgia, the
expectation that Vejii will provide VEDGEco with access to its
facilities, including to Vejii's planned third-party logistics
operation in Southern California, the expectation that Vejii will
be able to provide VEDGEco's existing offering of wholesale
plant-based products, the expectation that Vejii will be able to
expand VEDGEco's product selection by leveraging its existing
case-lot purchasing and expanding the range of products on its
platform through VEDGEco, the expectation that VEDGEco's
distribution centers will further expand Vejii's distribution
network, reducing shipping costs and expanding the Company's
offering of regionalized same-day delivery and the expectation that
Vejii will be able to service its brand partners through the
Company's direct to consumer marketplace and business to business
through the addition of VEDGEco. Although the Company believes that
the expectations and assumptions on which such forward-looking
statements and information are based are reasonable, undue reliance
should not be placed on the forward- looking statements and
information because the Company can give no assurance that they
will prove to be correct. Since forward-looking statements and
information address future events and conditions, by their very
nature they involve inherent risks and uncertainties. Many factors
could cause actual future events to differ materially from the
forward-looking statements in this press release including, without
limitation, that the Company may not be able to pay the Earn-Out
Shares to the Vendors, that the Acquisition may not have the
expected effects on the Company and/or on VEDGEco and other factors
beyond the Company's control. Readers are cautioned that the
foregoing list of factors is not exhaustive. The forward-looking
statements included in this news release are expressly qualified by
this cautionary statement. The forward-looking statements and
information contained in this news release are made as of the date
hereof and the Company undertakes no obligation to update publicly
or revise any forward-looking statements or information, whether as
a result of new information, future events or otherwise, unless so
required by applicable laws.
