EDOC Acquisition Corp. (Nasdaq: ADOC, ADOCR, ADOCW, “EDOC”), a
special purpose acquisition company, and Australian Oilseeds
Investments Pty Ltd., an Australian proprietary company (the
“Company”) announced today that they have entered into a definitive
Business Combination Agreement (the “Business Combination
Agreement”).
Upon consummation of the transactions
contemplated by the Business Combination Agreement (the “Business
Combination”), Australian Oilseeds Holdings Limited, a newly formed
subsidiary (“Pubco”) will seek to be listed on the Nasdaq Capital
Markets. The outstanding shares of the Company and EDOC will be
converted into the right to receive shares of Pubco. The
transaction represents a post-combination valuation of $190 million
($190,000,000) for the Company upon closing, subject to
adjustment.
For more than 20 years, the Company, directly
and indirectly through its subsidiaries, has engaged in the
business of processing, manufacturing and selling of non-GMO
oilseeds and organic and non-organic food-grade oils, for the
rapidly growing oilseeds market, through sourcing materials from
suppliers focused on reducing the use of chemicals in consumables
in order to supply healthier food ingredients, vegetable oils,
proteins and other products to customers globally. The Company is
committed to working with all suppliers in the food supply chain to
eliminate chemicals from the production and manufacturing systems
to supply quality products to customers globally. Today, the
Company is the largest cold pressing oil plant in Australia,
pressing strictly GMO free conventional and organic oilseeds.
The global oilseeds market is estimated at
$264.87 billion in 2022 worldwide and is expected to grow to
$340.44 billion in 2026 at a compound annual growth rate (CAGR) of
5.7%. The growing usage of oilseeds in animal feed is expected to
propel the growth of the oilseed market going forward.
Oilseeds are rich in various phytochemicals such
as phenolic compounds, flavonoids, tocopherols, tocotrienols,
polyphenols, vitamins, minerals, protein, and fiber and are used in
healthy vegetable oils, livestock feeds, medicines, biofuels, and
other oleochemical industrial purposes. Oilseeds are also a rich
source of oil, fatty acids, vitamins, minerals, protein, and fiber,
all of which are often employed in the extraction of oil.
Commenting on today’s announcement, Mr. Gary
Seaton, Chief Executive Officer of the Company, said, “Australian
Oilseeds Investments is delighted to enter into a merger agreement
with EDOC to help spread the awareness of chemical free non-GMO
feed ingredients into the food supply chain - there is a wonderful
synergy and understanding amongst EDOC shareholders that chemical
residues in our farming and food supply chains are causing a number
of health issues in our communities. The introduction and growth of
chemical-free food ingredients and chemical free processing will
provide a healthier option for all consumers … whether in
Australia, America or globally. Australian Oilseeds Investments
board and management look forward to working with EDOC's board and
shareholders to expanding its global footprint in chemical free
farming and chemical free food processing.”
“We are very excited to work with the Australian
Oilseeds team to bring the company to a public listing on Nasdaq.
Healthy food is crucial to heathy living. In addition, the
sustainable regenerative farming practiced by Australian Oilseeds
is good for the world.” said Kevin Chen, Chairman of the Board of
Directors and Chief Executive Officer of EDOC. The
boards of directors or similar governing bodies of the Company and
EDOC have unanimously approved the proposed Business Combination,
subject to, among other things, the approval by EDOC’s shareholders
of the proposed Business Combination, satisfaction of the
conditions stated in the Business Combination Agreement and other
customary closing conditions, including that the U.S. Securities
and Exchange Commission (the “SEC”) completes its review of the
proxy statement/prospectus relating to the proposed Business
Combination, the receipt of certain regulatory approvals, and
approval by The Nasdaq Capital Markets to list the securities of
Pubco.
Advisors
ARC Group Limited is serving as exclusive
financial advisor to Australian Oilseeds Investments Pty Ltd, with
Rimon P.C. acting as legal counsel to Australian Oilseeds
Investments Pty Ltd. I-Bankers Securities, Inc. is serving as
financial advisor to EDOC. Ellenoff Grossman & Schole LLP is
acting as legal counsel to EDOC, with Maples acting as the Cayman
counsel to EDOC and Clayton Utz acting as the Australian counsel to
EDOC.
About Australian
Oilseeds Investments Pty Ltd.
Australian Oilseeds Investments Pty Ltd. (the
“Company”) is an Australian proprietary company that, directly and
indirectly through its subsidiaries, is focused on the manufacture
and sale of sustainable oilseeds (e.g., seeds grown primarily for
the production of edible oils) and is committed to working with all
suppliers in the food supply chain to eliminate chemicals from the
production and manufacturing systems to supply quality products to
customers globally. The Company engages in the business of
processing, manufacture and sale of non-GMO oilseeds and organic
and non-organic food-grade oils, for the rapidly growing oilseeds
market, through sourcing materials from suppliers focused on
reducing the use of chemicals in consumables in order to supply
healthier food ingredients, vegetable oils, proteins and other
products to customers globally. Over the past 20 years, the Company
has grown to the largest cold pressing oil plant in Australia,
pressing strictly GMO free conventional and organic oilseeds.
About EDOC Acquisition
Corp.
EDOC Acquisition Corp. is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, recapitalization,
reorganization, or other similar business combination with one or
more businesses or entities. The company is sponsored by an
extensive network of physician entrepreneurs across 30+ medical
specialties in leading medical institutions and is led by Kevin
Chen, Chief Executive Officer of EDOC.
ADDITIONAL INFORMATION
Pubco intends to file with the SEC, a
Registration Statement on Form F-4 (as may be amended, the
“Registration Statement”), which will include a preliminary proxy
statement of EDOC and a prospectus in connection with the proposed
Business Combination involving EDOC, the Company, Pubco, American
Physicians LLC, AOI Merger Sub, and Gary Seaton, pursuant to the
Business Combination Agreement. The definitive proxy statement and
other relevant documents will be mailed to shareholders of EDOC as
of a record date to be established for voting on EDOC’s proposed
Business Combination with the Company. SHAREHOLDERS OF EDOC AND
OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE
PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE
DEFINITIVE PROXY STATEMENT IN CONNECTION WITH EDOC’S SOLICITATION
OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD
TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION ABOUT EDOC, THE COMPANY, PUBCO AND
THE BUSINESS COMBINATION. Shareholders will also be able to obtain
copies of the Registration Statement and the proxy
statement/prospectus, without charge, once available, on the SEC’s
website at www.sec.gov or by directing a request to EDOC by
contacting its Chief Executive Officer, Kevin Chen, c/o Edoc
Acquisition Corp., 7612 Main Street Fishers, Suite 200, Victor, New
York 14564, at (585) 678-1198. NO OFFER OR SOLICITATION
This press release is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which the offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
NO ASSURANCES
There can be no assurance that the proposed
Business Combination will be completed, nor can there be any
assurance, if the Business Combination is completed, that the
potential benefits of combining the companies will be realized. The
description of the Business Combination contained herein is only a
summary and is qualified in its entirety by reference to the
definitive agreements relating to the Business Combination, copies
of which will be filed by EDOC with the SEC as an exhibit to a
Current Report on Form 8-K.
PARTICIPANTS IN THE SOLICITATION
Pubco, EDOC and their respective directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the shareholders of EDOC in connection
with the Business Combination. Information regarding the officers
and directors of EDOC is set forth in EDOC’s annual report on Form
10-K, which was filed with the SEC on March 4, 2022. Additional
information regarding the interests of such potential participants
will also be included in the Registration Statement on Form F-4
(and will be included in the definitive proxy statement/prospectus
for the Business Combination) and other relevant documents filed
with the SEC.
FORWARD-LOOKING STATEMENTS
The information in this press release includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be
identified by the use of words such as “estimate,” “plan,”
“project,” “forecast,” “intend,” “may,” “will,” “expect,”
“continue,” “should,” “would,” “anticipate,” “believe,” “seek,”
“target,” “predict,” “potential,” “seem,” “future,” “outlook” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the
absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements include, but are
not limited to, (1) statements regarding estimates and forecasts of
financial and performance metrics and projections of market
opportunity and market share; (2) references with respect to the
anticipated benefits of the proposed Business Combination and the
projected future financial performance of the Company’s operating
companies following the proposed Business Combination; (3) changes
in the market for the Company’s products and services and expansion
plans and opportunities; (4) the Company’s unit economics; (5) the
sources and uses of cash of the proposed Business Combination; (6)
the anticipated capitalization and enterprise value of the combined
company following the consummation of the proposed Business
Combination; (7) the projected technological developments of the
Company and its competitors; (8) anticipated short- and long-term
customer benefits; (9) current and future potential commercial and
customer relationships; (10) the ability to manufacture efficiently
at scale; (11) anticipated investments in research and development
and the effect of these investments and timing related to
commercial product launches; and (12) expectations related to the
terms and timing of the proposed Business Combination. These
statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of the Company’s and EDOC’s management and are not predictions of
actual performance. These forward-looking statements are provided
for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an
assurance, a prediction or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of the Company and
EDOC. These forward-looking statements are subject to a number of
risks and uncertainties, including the occurrence of any event,
change or other circumstances that could give rise to the
termination of the Business Combination Agreement; the risk that
the Business Combination disrupts current plans and operations as a
result of the announcement and consummation of the transactions
described herein; the inability to recognize the anticipated
benefits of the Business Combination; the ability to obtain or
maintain the listing of Pubco’s securities on The Nasdaq Capital
Markets, following the Business Combination, including having the
requisite number of shareholders; costs related to the Business
Combination; changes in domestic and foreign business, market,
financial, political and legal conditions; risks relating to the
uncertainty of certain projected financial information with respect
to the Company; the Company’s ability to successfully and timely
develop, manufacture, sell and expand its technology and products,
including implement its growth strategy; the Company’s ability to
adequately manage any supply chain risks, including the purchase of
a sufficient supply of critical components incorporated into its
product offerings; risks relating to the Company’s operations and
business, including information technology and cybersecurity risks,
failure to adequately forecast supply and demand, loss of key
customers and deterioration in relationships between the Company
and its employees; the Company’s ability to successfully
collaborate with business partners; demand for the Company’s
current and future offerings; risks that orders that have been
placed for the Company’s products are cancelled or modified; risks
related to increased competition; risks relating to potential
disruption in the transportation and shipping infrastructure,
including trade policies and export controls; risks that the
Company is unable to secure or protect its intellectual property;
risks of product liability or regulatory lawsuits relating to the
Company’s products and services; risks that the post-combination
company experiences difficulties managing its growth and expanding
operations; the uncertain effects of the COVID-19 pandemic and
certain geopolitical developments; the inability of the parties to
successfully or timely consummate the proposed Business
Combination, including the risk that any required shareholder or
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the proposed Business
Combination; the outcome of any legal proceedings that may be
instituted against the Company, EDOC or Pubco or other following
announcement of the proposed Business Combination and transactions
contemplated thereby; the ability of the Company to execute its
business model, including market acceptance of its planned products
and services and achieving sufficient production volumes at
acceptable quality levels and prices; technological improvements by
the Company’s peers and competitors; and those risk factors
discussed in documents of Pubco and EDOC filed, or to be filed,
with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be
additional risks that neither EDOC nor the Company presently know
or that EDOC and the Company currently believe are immaterial that
could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking
statements reflect EDOC’s, Pubco’s and the Company’s expectations,
plans or forecasts of future events and views as of the date of
this press release. EDOC, Pubco and the Company anticipate that
subsequent events and developments will cause EDOC’s, Pubco’s and
the Company’s assessments to change. However, while EDOC, Pubco and
the Company may elect to update these forward-looking statements at
some point in the future, EDOC, Pubco and the Company specifically
disclaim any obligation to do so. Readers are referred to the most
recent reports filed with the SEC by EDOC. Readers are cautioned
not to place undue reliance upon any forward-looking statements,
which speak only as of the date made, and we undertake no
obligation to update or revise the forward-looking statements,
whether as a result of new information, future events or
otherwise.
Contact:
EDOC Acquisition Corp.7612 Main Street
FishersSuite 200Victor, NY 14564Attention: Kevin Chen
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