(Alliance News) - Bermele PLC on Monday inked the heads of terms for its acquisition of Singaporean East Imperial Pte Ltd for new shares in the company.
The special purpose acquisition company also entered into an exclusivity agreement with East Imperial which places restrictions on the latter for an initial period of nine months.
The restrictions are in relation to the issuance of any shares, loan capital, or securities convertible into shares; disposal of all or part of East Imperial and its share capital; or disposal, merger or other business combination with any third parties, Bermele said.
East Imperial, founded in 2013 in New Zealand, produces and markets a line of branded ultra-premium beverages that are currently sold throughout APAC and the US.
Bermele Chair Toby Hayward said: "I am delighted to announce this proposed acquisition and to have executed these agreements with East Imperial, one of the world's top brands in the expanding market of premium mixers."
The acquisition will constitute a reverse takeover meaning Bermele's listing and shares have been suspended, with immediate effect, pending completion of the East Imperial Deal.
Bermele has agreed to subscribe for 250,000 secured convertible loan notes of GBP1.0 each. Bermele retains the right to convert the loan notes into shares in East Imperial at a 40% discount to the price of a change of control event.
East Imperial Chief Executive said: "From our inception we've harboured strong ambitions to take the East Imperial philosophy beyond our home markets in Asia Pacific to a wider global audience.
"The opportunity presented by Bermele provides us with the means to achieve this, and we're thrilled to be able to move to the next stage of our growth story."
By Greg Roxburgh; gregroxburgh@alliancenews.com
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