Transaction Expected to Provide Revenue
Synergies and Significant Initial Annual Operating Cost
Reductions
COCONUT
GROVE, Fla. and MIAMI, April 12,
2024 /PRNewswire/ -- NextPlat Corp (NASDAQ: NXPL,
NXPLW) ("NextPlat" or the "Company"), a global e-Commerce provider,
today announced that it has entered into a definitive business
combination agreement with its majority owned subsidiary,
Progressive Care Inc. (OTCQB: RXMD) ("Progressive Care").
The definitive business combination agreement was negotiated by
the special committees of independent directors of NextPlat and
Progressive Care's respective Boards of Directors. Under the terms
of the business combination agreement, a wholly owned subsidiary of
NextPlat (the "Merger Sub") will merge with and into Progressive
Care, with the Merger Sub surviving as a wholly owned subsidiary of
NextPlat and be renamed Progressive Care LLC. Upon closing the
merger, Progressive Care shareholders will receive newly issued,
registered shares of NextPlat's Common Stock. The exchange ratio of
NextPlat shares to be issued in the business combination, not
subject to adjustment, was calculated based upon a 20-day,
volume-weighted average price ("VWAP") of NextPlat's Common Stock
preceding execution of the business combination agreement and a
value per share of Common Stock of Progressive Care at $2.20. The exchange ratio was determined at a
price per Common Share of Progressive Care above its 20-day VWAP on
the date of execution and follows a comprehensive, independent,
third-party valuation analysis conducted at the request of
Progressive Care's special committee of independent directors. The
transaction has been unanimously approved by the Board of Directors
of both NextPlat and Progressive Care. It is expected to close in
the third quarter of 2024, subject to regulatory and stockholder
approvals, and other customary closing conditions. Additional
information may be found in the Current Reports on Form 8-K that
will be subsequently filed by NextPlat and Progressive Care with
the U.S. Securities and Exchange Commission.
"Over the past two years, our team has worked to better position
Progressive Care for continued growth and success, the results of
which can clearly been seen in its strong fiscal 2023 results. In
consultation with the Board, we believe that the long-term value of
Progressive Care can best be realized through a combination with
NextPlat, thereby making it a wholly owned subsidiary. As a result
of this business combination, we expect to quickly realize an array
of valuable synergies from additional top-line growth to improved
bottom-line profitability. These benefits include the ability to
expand Progressive Care's consumer offerings with new OTC products
such as our soon-to-be-launched Florida Sunshine brand of
premium-grade vitamins and dietary supplements, and significant
combined annual cost reductions resulting from the elimination of
complexities and redundant public company legal and accounting
expenses," said Charles M.
Fernandez, Executive Chairman and CEO of NextPlat Corp.
"Progressive Care's continued success provides us with great
confidence it is ability to contribute positively to the value of
NextPlat as we seek to further expand our access into the large
personalized healthcare services marketplace."
Through a series of strategic investments in Progressive Care
totalling more than $10 million
conducted since August 2022,
NextPlat, its Chairman and CEO, Charles M.
Fernandez, board member, Rodney
Barreto, and other investors, have led a successful
recapitalization of Progressive Care designed to support its
continued rapid growth. Effective as of July
1, 2023, NextPlat, Messrs. Fernandez and Barreto
collectively owned approximately 53% of Progressive Care's voting
common stock, representing a controlling interest in Progressive
Care, making it a consolidated subsidiary of the Company for
accounting purposes.
ArentFox Schiff LLP served as the legal advisor to NextPlat and
Lucosky Brookman LLP served as legal advisor to Progressive Care in
connection with the business combination.
For more information about NextPlat, please visit
www.NextPlat.com and connect with us on Facebook and X (formerly
Twitter).
For more information about Progressive Care Inc., please visit
www.progressivecareus.com and connect with us on Facebook and
Twitter.
About NextPlat Corp
NextPlat is a global e-commerce platform company created to
capitalize on multiple high-growth sectors and markets including
technology and healthcare. Through acquisitions, joint ventures and
collaborations, the Company intends to assist businesses in selling
their goods online, domestically, and internationally, allowing
customers and partners to optimize their e-commerce presence and
revenue. NextPlat currently operates an e-commerce communications
division offering voice, data, tracking, and IoT products and
services worldwide and pharmacy and healthcare data management
services in the United States
through its subsidiary, Progressive Care Inc. (OTCQB: RXMD).
About Progressive Care Inc.
Progressive Care Inc. (OTCQB: RXMD) through its subsidiaries, is
a Florida health services
organization and provider of Third-Party Administration (TPA), data
management, COVID-19 related diagnostics and vaccinations,
340B contracted pharmacy services,
prescription pharmaceuticals, compounded medications, provider of
tele-pharmacy services, the sale of anti-retroviral medications,
medication therapy management (MTM), the supply of prescription
medications to long-term care facilities, and health practice risk
management. Progressive Care Inc. became a subsidiary of NextPlat
Corp (NASDAQ: NXPL & NXPLW) on July 1,
2023.
Forward-Looking Statements
Certain statements in this release constitute forward-looking
statements. These statements include the capabilities and success
of the Company's business and any of its products, services or
solutions. The words "believe," "forecast," "project," "intend,"
"expect," "plan," "should," "would," and similar expressions and
all statements, which are not historical facts, are intended to
identify forward-looking statements. These forward-looking
statements involve and are subject to known and unknown risks,
uncertainties and other factors, including the Company's ability to
launch additional e-commerce capabilities for physical and digital
assets, transact business in crypto currencies and its
ability to grow and expand as intended, any of which could cause
the Company to not achieve some or all of its goals or the
Company's previously reported actual results, performance (finance
or operating), including those expressed or implied by such
forward-looking statements. More detailed information about the
Company and the risk factors that may affect the realization of
forward-looking statements is set forth in the Company's filings
with the Securities and Exchange Commission (the "SEC"), copies of
which may be obtained from the SEC's website at www.sec.gov. The
Company assumes no, and hereby disclaims any, obligation to update
the forward-looking statements contained in this press release.
Media and Investor Contact for NextPlat Corp and Progressive
Care Inc.:
Michael Glickman
MWGCO, Inc.
917-397-2272
mike@mwgco.net
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SOURCE NextPlat Corp.