The transaction is expected to result in revenue synergies and significant initial annual operating cost savings.
coconut grove florida and miami, April 12, 2024 /PRNewswire/ — NextPlat Corp (Nasdaq: NXPLNXPLW) (“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 Co., Ltd. (OTCQB: RXMD) (“Progressive Care”).
The definitive business combination agreement was negotiated by special committees of independent directors of NextPlat’s and Progressive Care’s respective boards of directors. Under the terms of the Business Combination Agreement, NextPlat’s wholly-owned subsidiary (the “Merger Sub-Company”) will merge with Progressive Care, and the combined company will remain a wholly-owned subsidiary of NextPlat and will be renamed Progressive Care LLC. Upon consummation of the merger, a Progressive Care shareholder will receive his newly issued registered shares of NextPlat common stock. The exchange ratio of NextPlat shares issued in the Business Combination is not subject to adjustments and is calculated based on the 20-day volume-weighted average price (“VWAP”) of his NextPlat common stock prior to the execution of the Business Combination Agreement. Ta. The value per share of Progressive Care’s common stock is $2.20. The exchange ratio was determined by the price per share of Progressive Care’s common stock on the execution date being greater than the 20-day VWAP, and the exchange ratio was determined by the price per share of Progressive Care’s common stock on the execution date, and the comprehensive determined based on a comprehensive and independent third-party evaluation analysis. The transaction was unanimously approved by the boards of directors of both NextPlat and Progressive Care. It is expected to close in the third quarter of 2024, subject to regulatory and shareholder approvals and other customary closing conditions. Additional information may be contained in the latest reports on Form 8-K filed by NextPlat and Progressive Care with the 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 are clearly visible in our strong performance in fiscal 2023.. After consulting with our Board of Directors, we believe that Progressive Care’s long-term value is best realized through integration with NextPlat, which would make the company a wholly owned subsidiary. As a result of this business combination, we expect to quickly realize valuable synergies ranging from further sales growth to increased profitability. These benefits include the ability to expand Progressive Care’s consumer offerings with new OTC products, such as the upcoming Florida Sunshine brand of premium-grade vitamins and dietary supplements, and the ability to reduce annual costs due to the complexity and elimination of dietary supplements. Includes a significant total reduction in “There are additional legal and accounting costs for public companies.” Charles M. FernandezExecutive Chairman and CEO, NextPlat Corp., “Progressive Care’s continued success continues to drive the company forward as we seek to further expand our access to the large personalized healthcare services market. It gives us great confidence that we can actively contribute to the value of NextPlat.”
Through a series of strategic investments in progressive care, total 10 million dollars Implemented since August 2022Chairman and CEO of NextPlat; Charles M. Fernandezboard member, rodney barrett, and other investors have successfully completed Progressive Care’s recapitalization designed to support its continued rapid growth.currently valid July 1, 2023NextPlat, Mr. Fernandez and Mr. Barrett jointly own approximately 53% of the voting common stock of Progressive Care and represent a controlling interest in Progressive Care, making it a consolidated subsidiary of the Company for accounting purposes.
ArentFox Schiff LLP served as legal advisor to NextPlat and Lucosky Brookman LLP served as legal advisor to Progressive Care in connection with the business combination.
Learn more about NextPlat here. www.NextPlat.com connect with us at Facebook and X (old Twitter).
Learn more about Progressive Care Inc. www.progressivecareus.com connect with us at Facebook and twitter.
About NextPlat Corp
NextPlat is a global e-commerce platform company founded to tap into multiple high-growth sectors and markets, including technology and healthcare. Through acquisitions, joint ventures and collaborations, we want to help companies sell their products online, domestically and internationally, and to help our customers and partners optimize their e-commerce presence and revenue. NextPlat currently operates an e-commerce communications division that provides voice, data, tracking and IoT products and services worldwide, as well as pharmacy and healthcare data management services. US Our subsidiary Progressive Care Inc. (OTCQB: RXMD).
About Progressive Care Co., Ltd.
Progressive Care Co., Ltd. (OTCQB: RXMD) through its subsidiaries, florida health service organizations and third party administrations (TPAs), data management, and COVID-19 related diagnostic and vaccination providers; 340B Provider of contract pharmacy services, prescription drugs, compounded drugs, and telepharmacy services, sales of antiretroviral drugs, medication therapy management (MTM), supply of prescription drugs to long-term care facilities, risk management of medical practices. Progressive Care Inc. is a subsidiary of NextPlat Corp (NASDAQ: NXPL &NXPLW) July 1, 2023.
Forward-looking statements
Certain statements in this release constitute forward-looking statements. These statements include the capabilities and success of our business and its products, services or solutions. “believe,” “anticipate,” “plan,” “intend,” “expect,” “plan,” “should,” “would,” and similar expressions and all statements that are not historical facts. The description is intended to: Identify forward-looking statements. These forward-looking statements involve and may be affected by known and unknown risks, uncertainties and other factors. This includes our ability to launch additional e-commerce capabilities and transact business for physical and digital assets. cryptocurrency The currency and its ability to grow and expand as intended. that any of them will achieve any or all of our objectives or our previously reported actual results, operating results (financial or operating), including those expressed or implied by such forecasts; You may not be able to do so. Appearance statement. Further information about the Company and the risk factors that may affect the realization of forward-looking statements is contained in the Company’s filings with the Securities and Exchange Commission (the “SEC”), copies of which can be found on the SEC’s website. Available from the site.in www.sec.gov. The Company undertakes no obligation, and hereby disclaims any obligation, to update any forward-looking statements contained in this press release.
NextPlat Corp and Progressive Care Inc media and investor contacts:
michael glickman
MWGCO Co., Ltd.
917-397-2272
[email protected]
Source NextPlat Corp.
