Taking effect from February 05, 2020, SB Capital Management INC, a USA based organization has announced its merger with Newlife Investment Group, a Ha Noi, Vietnam based organization. Both the parties want the merger to be reorganization within the meaning of Internal Revenue Code (IRC) 368(a)(1)(A) and Vietnam tax.
According to the contract, equity of SB Capital Management will be completely acquired by Newlife Investment Group and the operations of SB Capital Management will cease. However, the merged company will work under the name of SB Management Group. If any changes occur in the common stocks, before the closing date or declare or pay any dividend before the closing date then, an appropriate adjustment will be made in the common stocks. Both the parties have intended that the transaction should be treated as a tax-free event and none of the parties will take the position on a tax return. The article of incorporation of Newlife Investment Group, before the closing date, will be the article of incorporation for the surviving company. The closing of the transactions mentioned in the agreement will occur at San Francisco, California, USA on February 05, 2020, or any other date mutually decided by both the companies. At closing, both companies will fill the article of merger with the Nevada Secretary of State.
Details pertaining to the shareholders of both the companies are clearly stated in the contract. As on the closing date, shares of SB Capital Management INC and shares of Newlife Investment Group will thereafter represent the shares of the common stock of the surviving company. On the closing date, all shareholders of SB Capital Management INC whose shares are converted into the shares of the common stock of the surviving company will receive a certificate that represents their ownership in the surviving company.
(Image: Mr. Nguyen Van Anh, the CEO of Newlife Investment Groups, Vietnam and the chairman of GoldGame, Vietnam and the new CEO of SB Management Inc.)
The current CEO of Newlife Investment Group and also the chairman of GoldGame, Vietnam, Mr. Nguyen Van Anh will be the new CEO of the surviving company that is, he will be the new CEO of SB Management Inc. He commented, “A merger was formed with SB Capital Management Inc. to help Newlife Investment Group broaden its or strengthen its investors in global market”. He also said, “Our team will allow SB Capital Management Inc. greater access to Vietnam Market.”
(Image: (Left) Mr. Levi Russell, the current president of SB Capital Management Inc. and the President and Co-founder of the surviving company)
Along with that, Mr. Levi Russell, the current president of SB Capital Management Inc, will be the Co-founder and President of the Surviving Company that is, he will be the Co-founder and President of SB Management Inc. He also has some thoughts to share and he said, “The combination of Newlife Investment Group with our Hedge Fund Managers will provide our clients more profit for their investment” and also commented, “This partnership is also expected to result in greater efficiencies and significantly increase our market share.”
Speaking of Mr. Levi Russell, he started SB Capital Management Inc. in 2008. He returned 11.5% annually after fees between 2008 and early 2013. He likes to invest in companies that are trading well below their intrinsic value and short the ones that are trading well above it. He looks for mispriced securities with at least 38% margin of safety that have significant catalysts. Mr. Levi believes “a bargain that stays a bargain is not a bargain”. He is shorting not only as a hedge buy but also as a money maker. SB Capital Management Inc. is usually 58%-78% long and 28%-48% short, so the net exposure is around 32%.
The conditions agreed upon by both companies include SB Capital Management INC will have 6 months to complete the transfer of all the funds, the contract signed needs to be approved by the board of directors and shareholders of both the companies, there should be no adverse change in the financial condition of SB Capital Management INC from the date of the contract till the closing date and also, the representatives and warranties agreed upon by both parties in the contract need to be true and correct. The termination of the contract may take place if the companies fail to obtain the approvals from their respective board members and shareholders. Other cases in which the contract may be terminated or merger abandoned include; if both parties decide to nullify the contract or the conditions mentioned in the contract are not fulfilled or even if any company breach the contract.
Representation and warranties pertaining to SB Capital Management Inc. include that they are a limited liability company under the laws of Nevada, the contract is binding to them except such enforceability may be limited by any bankruptcy, insolvency, moratorium, or other similar laws. Along with that, there should be no litigation pending that may adversely affect the ability of SB Capital Management Inc. to meet the requirements of the agreement, they have obtained the proper clearance and approvals necessary to authorize the deal, they should be free of any claims and encumbrances and also, all the information provided by SB Capital Management Inc, to Newlife Investment Groups need to be true.
Similarly, the representations and warranties pertaining to Newlife Investment Groups include that they are a corporation existing under the laws of Vietnam, the contract is binding to them except such enforceability may be limited by any bankruptcy, insolvency, moratorium, or other similar laws. Along with that, there should be no litigation pending that may adversely affect the ability of Newlife Investment Groups to meet the requirements of the agreement, they have to obtain the proper clearances and approvals necessary to authorize the deal, all the information provided by Newlife Investment Groups should be true and along with that, Newlife Investment Groups has reserved 1,000,000,000 shares of common stock for issuance, the shares issued to SB Capital Management Inc, upon issuance should be authorized and legally valid.
Both parties have mutually decided to issue a joint statement regarding the transactions agreed upon in the contract for the general public on the closing date or any other date decided by both the companies mutually and any news releases mentioning this contract will be reviewed and approved by both the companies.
SB Capital Management Inc.
1 SANSOME STREET
SAN FRANCISCO, CALIFORNIA, 94104