Fresh Vine Wine Inc (VINE) has released an update to notify the public and investors about an entry into a material definitive agreement.
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Fresh Vine Wine, Inc. and its subsidiary, FVW Merger Sub, Inc., have entered into a merger agreement with Notes Live, Inc., wherein Notes Live will merge with FVW Merger Sub and become a wholly-owned subsidiary of Fresh Vine. The agreement outlines the conversion of Notes Live stock into Fresh Vine stock based on an agreed exchange ratio reflecting their relative valuations, with Notes Live valued at $350,875,464 plus any proceeds from an ongoing private offering, and Fresh Vine at $18.0 million plus any net cash surplus. Pre-merger, Notes Live shareholders are expected to own around 95.1% of the combined company, with Fresh Vine stockholders owning approximately 4.9%. The merger is subject to customary conditions and approvals, including Fresh Vine stockholder consent for various merger-related actions and winding down of Fresh Vine’s current wine production business.
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