VANCOUVER, British Columbia, March 03, 2021 (GLOBE NEWSWIRE) -- PureK Holdings Corp. (the “Company” or “PureK”) (TSX Venture: PKAN) is pleased to announce that it has executed a binding term sheet (“LOI”) to acquire TRU Brands Inc. (“TRU BRANDS”), a leading health and wellness brand specializing in nutritious snacks for women.
“We are thrilled to welcome TRU BRANDS into the PureK family. Their all-natural line of healthy snack offerings is a perfect fit for our holistic approach in the wellness space,” said PureK CEO Kathy Casey. “With a loyal customer base and a demonstrated ability to innovate, TRU BRANDS is a wonderful asset to PureK’s growing clean-label, plant-based portfolio. It fuels our mission to enable wellness authentically every day.”
Founded in 2018 under the female-led parent company TRUWOMEN, TRU BRANDS has grown into a nationally-recognized brand and is sold online and through major U.S. retailers, including Target and Costco. Their line of dessert-inspired protein bars are made with plant-based ingredients such as cassava, cacao, and brown rice protein, and are certified vegan, gluten-free and kosher, as well as dairy and soy-free, non-GMO verified, and free of sugar alcohols.
“Gone are the days of sacrificing taste and texture. TRUWOMEN’s TRUBARS have pioneered an entirely new snacking category coined indulgent nutrition,” says TRU BRANDS CEO and Co-Founder Erica Groussman. “We’re beyond excited to join forces with PureK, whose values and mission, to innovate and expand the plant-based wellness sphere, deeply align with ours.”
The global personalized retail nutrition and wellness market size was valued at 1.6 billion USD in 2019 and is expected to register a CAGR of 8.5% from 2020 to 2027, according to Grand View Research1. With strategic footprints in the health and wellness industries (including its acquisition this past year of the beauty brand No B.S. Skincare), the Company has become popular with the coveted millennial demographic, and has taken a holistic approach to which brands it welcomes into its family. Given TRU BRANDS track-record as a female-founded company, putting the health of its customers above all else, the acquisition is a natural fit for PureK Holdings Corp.
Under the terms of the LOI, PureK will acquire 100% of the issued and outstanding shares of TRU BRANDS pursuant to a definitive agreement to be entered into by the parties. Subject to certain customary adjustments on closing, the purchase price to be paid by PureK shall be USD$7,500,000 (the “Purchase Price”). The Purchase Price shall be satisfied through the issuance of common shares of PureK at a price per share equal to the ten (10) trading day volume weighed average trading price of the shares on the TSX Venture Exchange (or such other recognized stock exchange upon which the shares are listed for trading) in the ten (10) trading days immediately prior to the closing date of the Transaction.
The parties entered into the LOI effective March 2, 2021 and have begun due diligence. The parties intend to complete the transaction as soon as is practicable and, subject to satisfactory completion of customary closing conditions and due diligence, will use commercially reasonable efforts to enter into a definitive agreement as soon as possible.
About PureK Holdings Corp.
PureK Holdings Corp. leads an international omni-channel platform with diversified assets in the emerging plant-based and holistic wellness consumer product categories. The company’s mission is focused on leading innovation for the informed Millennial and Generation Z generations in the rapidly growing plant-based, natural, and clean ingredient space. The company continues to focus on expansion into high-growth consumer product categories including CBD products, plant-based food and beverage, and the global pet care and skin care industries. For more information on PureK Holdings Corp., please visit https://purekana.com/investor-relations/.
For further information:
Brian Meadows
Chief Financial Officer
Ph: +1 (855) 553-7441
Email: ir@purekana.com
Daniel Nussbaum
Media and Investor Relations
Ph: +1 (917) 232-8960
Email: Daniel@amwpr.com
Forward-Looking Information
Certain statements contained in this news release constitute "forward-looking information" and "forward-looking statements" as such terms are used in applicable Canadian securities laws. Forward-looking statements and information are based on plans, expectations and estimates of management at the date the information is provided and are subject to certain factors and assumptions, including, that the Company’s financial condition and development plans do not change as a result of unforeseen events and that the Company obtains regulatory approval. PKAN’s obligation to close will be subject to TSX Venture Exchange approval and standard closing conditions for transactions of this nature, including, among other things, (i) accuracy of representations and warranties and compliance with covenants and obligations, (ii) no material adverse effect, (iii) the absence of litigation, restraining orders, injunctions or other legal restraints and (iv) receipt of required regulatory and third party consents, legal opinions, officers' and secretary's certificates, (v) signing of employment agreements, or approval of existing employment agreements with key individuals as determined by PureK, (vi) other customary closing documentation and conditions. Forward-looking statements and information are subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking statements and information. Factors that could cause the forward-looking statements and information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company’s financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to the CBD or broader wellness industries and to the Company, and as set forth in the Company’s Filing Statement in respect of its qualifying transaction filed under the Company’s profile at www.sedar.com. The Company undertakes no obligation to update the forward-looking statements and information, other than as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.