GEA Technologies and DropLeaf Jointly Announce Entering Into Definitive Agreement for Proposed Merger

GEA Technologies (NEX:GEA) and DropLeaf LLC has announced that they have entered into a share exchange merger agreement dated June 27, 201 7 wherein Dropleaf holders, pursuant to a subsidiary of GEA, will amalgamate with DropLeaf.
As quoted in the press release:

The Amalgamation is structured as a three‐cornered amalgamation and, as a result, the amalgamated corporation (“Amalco“) will become a wholly‐owned subsidiary of GEA on closing and the former holders of DropLeaf will become shareholders of GEA and receive common shares and preferred shares of GEA. The Amalgamation will constitute a reverse take‐over under applicable securities laws. It is a condition of the transaction that GEA apply to the Canadian Stock Exchange (“CSE“) for approval to have the common shares of the Resulting Issuer (as defined below) listed for trading on the CSE following the Amalgamation (“GEA Common Shares“).
The transaction has been structured so that the Resulting Issuer qualifies as a Foreign Private Issuer in the United States, until such time as the Company is ready to become a U.S. domestic issuer for U.S. securities laws purposes. This would involve the Resulting Issuer complying with securities reporting requirements in the United States, including registering the Resulting Issuer Common Shares by filing a Form S‐1 registration statement under the United States Securities Act of 1933, as amended (the “US Securities Act“). In order to qualify as a Foreign Private Issuer, the Resulting Issuer needs to maintain a threshold whereby less than 50% of the voting shares of the Resulting Issuer are held directly or indirectly by residents of the United States. Accordingly, the holders of DropLeaf will receive a combination of GEA Common Shares and preferred voting shares of GEA (“GEA Preferred Shares“). DropLeaf holders will receive one (1) GEA Common Share and 0.11048 GEA preferred shares for each DropLeaf Share held. As consideration for the acquisition of DropLeaf, GEA will issue approximately 16,623,790 GEA Common Shares and 1,836,630 GEA Preferred Shares.

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