The Agreements will allow the Investors to acquire share amounts previously issued to True North as well as certain additional shares in exchange for the repayment of the Senior Secured Promissory Note issued by True North Financial. YBT shareholders will be contributing the YBT business into XRF. The purchasers will make certain cash investments. The per share purchase price for the transaction is
Under the terms of the Agreements, True North will transfer 37,985,293 Class A shares and the Company will issue 3,465,574 Class B ordinary shares to the Investors. To compensate for the price difference between the True North financing (
Upon the closing, YBT will become a wholly owned subsidiary of the Company. YBT, through its consolidated subsidiaries, is a significant player in the emergency rescue business providing emergency healthcare services, emergency roadside assistance, emergency living assistance, and other rescue services in
Mr. Yandai Wang, CEO of SOS (no relation to
The XRF Board has also appointed two new independent directors nominated by YBT, Mr.
Upon closing, XRF’s fin-tech business will drive cross-sell opportunities and leverage funding sources from SOS’ portfolio. The Company expects significant growth potential with the combination of SOS’ emergency rescue services and XRF’s fin-tech services’ member base, which represents over 55 million members combined.
SOS’ CEO Mr. Yandai Wang commented, “We are excited about the new opportunity and glad to be a part of XRF. Based on our vast resources in the emergency rescue and related industries, we believe this will provide us with meaningful business synergy and create value for XRF’s shareholders. We are also looking forward to joining XRF and will remain committed to maintaining the highest standards of transparency and compliance.”
Additional information about these Agreements and the Company’s post-closing business will be made available in a subsequent 6-K filing.
Certain statements made herein are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements include timing of the proposed transaction; the business plans, objectives, expectations and intentions of the parties once the transaction is complete, and XRF’s estimated and future results of operations, business strategies, competitive position, industry environment and potential growth opportunities. These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, our actual results may differ materially from our expectations or projections. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the delay or termination of the transaction contemplated by the Agreements; the outcome of any legal proceedings that have been, or will be, instituted against XRF or other parties to the Agreements following announcement of the Agreements and transactions contemplated therein; the ability of XRF to meet the NYSE listing standards following the transaction and in connection with the consummation thereof; the inability to complete the transactions contemplated by the Agreements due to the failure to perform any other closing conditions; risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the announcement of the Agreements and consummation of the transaction described therein; costs related to the proposed acquisition; changes in applicable laws or regulations; the ability of the combined company to meet its financial and strategic goals, due to, among other things, competition; the ability of the combined company to grow and manage growth profitability, maintain relationships with customers and retain its key employees; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the
Additional information concerning these and other factors that may impact our expectations and projections can be found in our periodic filings with the
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of XRF, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.