Jupiter Wellness Enters
into Letter of Intent to Acquire JustCBD and its
Affiliates
Accretive acquisition would add a profitable
company with approximately $28 million of revenue in 2020
(unaudited)
Jupiter,
FL -- April 20, 2021 -- InvestorsHub NewsWire
-- Jupiter Wellness,
Inc. (Nasdaq:
JUPW),
a leading developer of cannabidiol (CBD) based medical therapeutics
and wellness products, today announced it has signed a non-binding
Letter of Intent with JustCBD
and its
affiliates to purchase 51% of JustCBD
for $30
million in cash. Per the Letter of Intent, JustCBD
would
also receive a put option to sell, at its sole discretion, the
remaining 49% of JustCBD
to
Jupiter Wellness for an additional $30 million in a combination of
Jupiter Wellness common stock (not to exceed 25% of the outstanding
shares of Jupiter) and preferred shares, both valued at $5.00 per
share. The closing of the transaction is subject to the completion
of due diligence, the negotiation and execution of definitive
transaction agreements, availability of financing and any necessary
regulatory approvals. There can be no assurance that the
transaction will be consummated. A condition of the closing of the
transaction is that Jupiter Wellness will enter into a 3-year
management operating agreement whereby key members of the
JustCBD
management team will
be retained by Jupiter Wellness. In addition, it is anticipated
that JustCBD
will
receive representation on the Jupiter Wellness board of
directors.
JustCBD
is a
leading global manufacturer, retailer and wholesaler of consumer
CBD products with over 300 SKUs across a wide variety of
categories. Preliminary unaudited 2020 consolidated financial
statements of JustCBD
and its
affiliates show approximately $28 million of
revenue. JustCBD
has
engaged a leading SEC audit firm to complete its audit, which audit
is in process.
Brian John, CEO of
Jupiter Wellness commented, "The team at JustCBD
has grown
a highly profitable and efficient business with tremendous brand
equity. We look forward to finalizing our acquisition and having
the JustCBD
team join
the Jupiter Wellness family. We believe this acquisition will be
highly accretive to Jupiter and its shareholders and puts us at the
forefront of CBD consumer related products on the
market."
About
Jupiter Wellness
Jupiter Wellness,
Inc. (NASDAQ:
JUPW)
is a leading developer of cannabidiol (CBD) based medical
therapeutics and wellness products. The Company's clinical pipeline
of prescription CBD-enhanced skin care therapeutics address
indications including eczema, burns, herpes cold sores, and skin
cancer. Jupiter generates revenues from a growing line of
proprietary over-the-counter skincare products including its
flagship CaniSun™
sunscreen and other wellness brands sold through its robust
distribution platform.
For additional
information, please visit www.jupiterwellness.com.
The Company's public filings can be found at www.Sec.gov.
Safe Harbor Statement
To the extent any
statements contained in this press release of Jupiter Wellness,
Inc. (the "Company") contains "forward-looking statements" as
defined in the Private Securities Litigation Reform Act of 1995 and
the information that are based upon beliefs of, and information
currently available to, the company's management as well as
estimates and assumptions made by the company's management. These
statements can be identified by the fact that they do not relate
strictly to historic or current facts. When used in this
presentation the words "estimate," "expect," intend," believe,"
plan," "anticipate," "projected" and other words or the negative of
these terms and similar expressions as they relate to the company
or the company's management identify forward-looking statements.
Such statements include whether the transaction with
JustCBD
and its
affiliates will be consummated and the terms of the transaction.
Such statements reflect the current view of the company with
respect to future events and are subject to risks, uncertainties,
assumptions and other factors relating to the company's industry,
its operations and results of operations and any businesses that
may be acquired by the company. Should one or more of these risks
or uncertainties materialize, or the underlying assumptions prove
incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended, or planned.
Although the company believes that the expectations reflected in
the forward-looking statements are reasonable, the company cannot
guarantee future results, performance, or achievements. Except as
required by applicable law, including the security laws of the
United States, the company does not intend to update any of the
forward-looking statements to conform these statements to actual
results.
Investor
& Public Relations Contact Info
Phone:
561-244-7100
Email:
info@jupiterwellness.com