Jensyn Acquisition Corp. Announces Agreement for Business Combination with HEFA Global
15 August 2018 - 9:05PM
Jensyn Acquisition Corp. (NASDAQ:JSYN) (“Jensyn” or the
“Company”), a company formed for the purpose of entering
into a merger, share exchange, asset acquisition or other similar
business combination with one or more businesses or entities, today
announced that it has signed a definitive agreement to enter into a
business combination with Oneness Global, an e-commerce company
based in China that operates under the name “HEFA Global.”
At the closing of the business combination, the
stockholders of HEFA Global will exchange their shares in HEFA
Global for shares of Jensyn common stock representing approximately
85% of Jensyn’s outstanding shares after giving effect to the
business combination, subject to adjustment based upon, among other
things, HEFA Global’s net cash and net working capital, the amount
of Jensyn transaction expenses paid by HEFA, the number of shares
of Jensyn common stock issued in satisfaction of certain
obligations and the amount paid by Jensyn from its trust account to
pay expenses.
The closing of the business combination is
subject to a number of conditions, including the approval of
Jensyn’s stockholders.
The senior management of HEFA Global will
replace Jensyn’s existing management team following the closing of
the business combination.
About HEFA Global
HEFA Global is an e-commerce company based in China that has
developed a "shared and collaborative commerce" platform with a
focus on wellness, health and beauty products and hotel booking and
shared rentals. HEFAs Global’s mobile platform offers a
comprehensive selection of attractively priced merchandise and
features a dynamic social shopping experience that leverages social
networks as an effective and efficient tool for buyer and merchant
acquisition and engagement in an eco-system. Its business model
enables its Registered Merchant (RM) networks to become powerful
distribution channels for its products and services through their
direct sales and social media networks. As a result of its
innovative business model, HEFA Global has been able to quickly
expand its buyer base and establish brand recognition and market
position.
HEFA Global has pioneered an innovative "shared and
collaborative commerce" model whereby consumers create product
demands to the manufacturers on the HEFA Global platform. Consumers
are encouraged to share product information on such social
networks, and invite their friends, family and social contacts to
join HEFA Global’s "shared and collaborative commerce" platform and
register RM merchants. Buyers and merchants on the platform
actively introduce HEFA Global to, and share products offered on
the platform and their shopping experiences with, their friends,
family and social contacts. New buyers and merchants in turn refer
the HEFA Global platform to their broader family and social
networks, generating low-cost organic traffic and active
interactions and leading to exponential growth of HEFA Global’s
buyer and merchant base. HEFA Global has developed its own
proprietary technology infrastructure that seamlessly connects its
platform with buyers and merchants and supports its business
growth.
About Jensyn Acquisition
Corp.
Jensyn Acquisition Corp. is a blank check
company formed for the purpose of entering into a merger, share
exchange, asset acquisition, stock purchase, recapitalization,
reorganization or other similar business combination with one or
more businesses or entities.
Forward-Looking Statements
This press release includes “forward-looking
statements” within the meaning of the “safe harbor” provisions of
the United Stated Private Securities Litigation Reform Act of 1995.
Forward-looking statements are not historical facts, and involve
risks and uncertainties that could cause actual results to differ
materially from those expected and projected. Words such as
“expects”, “believes”, “anticipates”, “intends”, “estimates”,
“seeks” and variations and similar words and expressions are
intended to identify such forward-looking statements. Such
forward-looking statements with respect to revenues, earnings,
performance, strategies, prospects and other aspects of the
businesses of Jensyn, HEFA Global and the combined company after
completion of the proposed business combination, are based on
current expectations that are subject to risks and uncertainties. A
number of factors could cause actual events, performance or results
to differ materially from the events, performance and results
discussed in the forward-looking statements. These factors include,
but are not limited to: (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
business combination agreement relating to the proposed business
combination; (2) the outcome of any legal proceedings that may be
instituted against Jensyn, HEFA Global or others following
announcement of the business combination agreement and transactions
contemplated therein; (3) the inability to complete the
transactions contemplated by the business combination agreement due
to the failure to obtain approval of the stockholders of Jensyn or
other conditions to closing in the business combination agreement;
(4) delays in obtaining, adverse conditions contained in, or the
inability to obtain necessary regulatory approvals or complete
regulatory reviews required to complete the transactions
contemplated by the business combination agreement; (5) the risk
that the proposed transaction disrupts current plans and operations
as a result of the announcement and consummation of the
transactions described herein; (6) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
the combined company to grow and manage growth profitably, maintain
relationships with suppliers and obtain adequate supply of products
and retain its key employees; (7) costs related to the proposed
business combination; (8) changes in applicable laws or
regulations; (9) the possibility that the combined company may be
adversely affected by other economic, business, and/or competitive
factors and not achieve projected results; and (10) other risks and
uncertainties indicated from time to time in the proxy statements
relating to the proposed business combination, including those
under “Risk Factors” therein, and other filings with the United
States Securities and Exchange Commission (“SEC”) by Jensyn.
Readers are cautioned not to place undue reliance upon any
forward-looking statements, which speak only as of the date made,
and Jensyn and HEFA Global undertake no obligation to update or
revise any forward-looking statements whether as a result of new
information, future events or otherwise.
Additional Information about the
Business Combination and Where to Find It
In connection with the proposed business
combination, Jensyn intends to file with the SEC a preliminary
proxy statement. When completed, Jensyn will mail a definitive
proxy statement and other relevant documents to its stockholders in
connection with its solicitation of proxies for the special meeting
of stockholders to be held to approve the proposed business
combination and related transactions. This press release does not
contain all the information that should be considered concerning
the proposed business combination. It is not intended to provide
the basis for any investment decision or any other decision in
respect to the proposed business combination. Jensyn stockholders
and other interested persons are advised to read, when available,
the preliminary proxy statement, the amendments thereto, and the
definitive proxy statement in connection with Jensyn’s solicitation
of proxies for the special meeting to be held to approve the
proposed business combination, as these materials will contain
important information about HEFA Global, Jensyn and the proposed
business combination. The definitive proxy statement will be mailed
to stockholders of Jensyn as of a record date to be established for
voting on the business combination agreement and related
transactions. Stockholders will also be able to obtain copies of
the proxy statement, without charge, once available, at the SEC’s
Internet site at http://www.sec.gov, or by directing a request to:
Jensyn Acquisition Corp., 800 West Main Street, Suite 204,
Freehold, New Jersey 07728, attention: Jeffrey J. Raymond,
1-888-536-7965.
Jensyn and its directors and executive officers
and HEFA Global and its stockholders and executive officers may be
deemed to be participants in the solicitation of proxies from the
stockholders of Jensyn in connection with the proposed business
combination. Information regarding the special interests of these
directors, members and executive officers in the business
combination will be included in the proxy statement referred to
above. Additional information regarding the directors and executive
officers of Jensyn is also included in the Annual Report on Form
10-K for the year ended December 31, 2017, which is available
free of charge at the SEC web site (www.sec.gov) and at the address
described above and will also be contained in the definitive proxy
statement for the proposed business combination) when
available.
Contact:
Jeffrey Raymond
President and Chief Executive Officer
Jensyn Acquisition Corp.
+1 (888) 536-7965
jeff.raymond@jensyn.com
www.jensyn.com
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