Lowenstein represented U.S.-based wholesale coffee roaster and dealer Coffee Holding Co, Inc. in its definitive merger and share exchange agreement with privately held logistics company Delta Corp Holdings Limited. The transaction will be effectuated through a newly created holding company structure, whereby Coffee Holdings and Delta will each become wholly-owned subsidiaries of Pubco.
Under the agreement, shareholders of Coffee Holdings will receive one ordinary share of Pubco for each share of Coffee Holdings common stock they own and Delta shareholders will exchange their shares of Delta for ordinary shares of Pubco, with a combined value of approximately $655 million, at an implied diluted value per share of $5.50. Delta shareholders will become the majority shareholders of Pubco.
The agreement has been unanimously approved by the Board of Directors of Coffee Holding and by the Board of Directors of Delta. The Coffee Holding Board of Directors has also recommended to Coffee Holding’s shareholders that they vote to approve the agreement and the transaction.
The closing of the transactions contemplated by the definitive agreement is subject to certain conditions, including, without limitation, the approval of the shareholders of Coffee Holding and the approval of the listing of the shares of Pubco on the Nasdaq Stock Market. The transactions are expected to close in the first quarter of 2023, after which the combined company will be known as Pubco and trade on Nasdaq under the ticker symbol “DLOG.”
The Lowenstein deal team included Steven M. Skolnick, Annie Nazarian Davydov, Lesley P. Adamo, Megan Monson, Daniel C. Porco, Bryan Sterba, Taryn E. Cannataro, Brianna M. Ferrante, Daniella Gold Hasaj, Bryan A. Weisgal, and Sabrina N. Jorge.
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