VANCOUVER, BC: PlantX Life Inc. (the Company or PlantX) (CSE: VEGA) (Frankfurt: WNT1) announces that it has completed its acquisition of Bloomboxclub Limited (Bloombox Club UK) that was previously announced on September 24, 2020 (the Acquisition).
Bloombox Club UK is a privately-held e-commerce company based in the United Kingdom that sells and delivers indoor plants to its established wellness community via subscription service and online shop. The Acquisition helps PlantX execute on its international expansion strategy, as well as expand its e-commerce capabilities.
Bloombox Club UK will continue to operate as a wholly owned subsidiary run by its founder, Dr. Katie Cooper and her UK team, while leveraging the deep e-commerce and technical expertise of PlantX to drive higher conversions and accelerate expansion into Netherlands, Germany and the rest of Europe. Further, Bloombox Club UK will lend PlantX its expertise in the house plant vertical to enable the Company to further grow in the North American market.
PlantX plans to continue sourcing its plants from Geoponics, but will also grow its selection by having Bloombox Club UK locate additional partners that will make available their plant inventory and products on the Company's ecommerce platform.
We are really excited to become a part of the PlantX family, said Dr. Katie Cooper, Bloombox Club founder and CEO. We can't wait to be part of a bigger and more global team with a wider strategic vision, and we look forward to combining all our teams' expertise and skills.
It is quite exciting working with Bloombox Club UK who have created this amazing subscription service and platform for plants, said Julia Frank, PlantX CEO. If our brief time together is any indication, I know we will have a very bright future together.
All of us at PlantX are very much looking forward to working together with Bloombox Club UK, said Sean Dollinger, PlantX founder. Both teams bring so much to the table, whether it be ecommerce capabilities or marketing expertise, and together we'll only continue to grow.
PlantX paid a purchase price of GBP8 million that was satisfied by a combination of GBP560,000 in cash and GBP7,440,000 in common shares in the capital of the Company (Consideration Shares). An aggregate of 10,782,559 Consideration Shares were issued to the sellers of Bloombox Club UK at a deemed price of C$1.17 per share, that being equal to the ten (10) day volume weighted average trading price of PlantX's common shares immediately preceding the public announcement of the Acquisition (the Consideration Share Price). The Consideration Shares are subject to a 4 month hold period in accordance with applicable Canadian securities laws. Pursuant to the terms of the definitive purchase agreement, the Consideration Shares have also been deposited into escrow whereby the Consideration Shares will be released from escrow in accordance with the following release schedule
20% of the Consideration Shares were immediately released from escrow on closing; 15% will be released three (3) months from closing; 15% will be released six (6) month from closing; 15% will be released nine (9) months from closing; 15% will be released twelve (12) months from closing; 10% will be released fifteen (15) months from closing; and the remaining 10% will be released eighteen (18) months from closing.
In connection with the Acquisition, the Company paid a financial advisory fee equal to 10% of the value of the Acquisition to an arm's length, third party financial advisor for its assistance in introducing, evaluating, and structuring the Acquisition for the Company. The fee was satisfied by a combination of cash and common shares of PlantX, of which an aggregate of 1,043,473 PlantX common shares were issued at a deemed price per share equal to the Consideration Share Price. The shares issued to the advisor are subject to a 4 month hold period in accordance with applicable Canadian securities laws.
