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DANIA BEACH, Fla. — More than a month after executing a binding term sheet on a potential merger, Vapor Corp. and Vaporin Inc. signed a definitive merger agreement. The deal is slated to close in the first half of 2015.
As stated in the term sheet, NASDAQ National Market-listed Vapor will be the surviving entity of the merger, and Vaporin stockholders will collectively own 45 percent of the issued and outstanding capital stock of the combined company, as CSNews Online previously reported.
In addition to customary closing conditions, Vapor's obligation to close the merger is contingent upon the company obtaining agreements and commitments for certain third-party financing transactions. This includes new $3.5-million equity financing be placed into escrow with the only condition of the release of these funds from escrow to Vapor being the closing of the merger with Vaporin.
Additionally, Vapor must also receive commitments from certain third-parties for financing of up to $25 million. Either party may terminate the merger agreement if the conditions to closing have not been satisfied or waived on or before May 14. Under certain circumstances, the termination of the merger agreement may obligate one of the parties to pay the other a termination fee.
Vapor and Vaporin also entered into a 50/50 joint venture through Emagine the Vape Store LLC, a newly formed Delaware limited liability company. With the move, the soon-to-be merged companies will be able to obtain and build-out retail stores to sell their products under the "emagine vapor" and "The Vape Store Inc." names or other brands of the respective parties.
"I am extremely excited to advance toward the completion of our strategic merger with Vaporin. In addition to Vaporin offering a high-quality, complementary product line to Vapor, I am excited at the prospect of leveraging their retail knowledge and having their team spearhead our efforts to expand the footprint of our emagine vapor retail locations," said Jeff Holman, chairman, president and CEO of Vapor.
Vaporin will serve as the initial manager of Emagine and will manage the day-to-day operations of Emagine.
"As a first-mover to satisfy shifting consumer demand towards vaporizers, Vapor Corp. remains at the forefront of this burgeoning industry. We are excited to join forces with Vapor in order to leverage their share of the e-cig, vaporizer and accessories market in building a unique brick-and-mortar retail presence for our combined product lines," added Greg Brauser, chief operating officer of Vaporin.
Dania Beach-based Vapor Corp., is a vaporizer and electronic cigarette company. Miami-based Vaporin Inc. is a company whose primary focus is vaporizers and e-liquids.