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Jeffs’ Brands enters definitive agreement for Fort Products merger with Impact
The Fly

Jeffs’ Brands enters definitive agreement for Fort Products merger with Impact

Jeffs’ Brands (JFBR) announced that, further to its press release on January 3, it has entered into a definitive agreement to complete the contemplated merger of Fort Products with Impact Acquisitions. Under the definitive share purchase agreement, Impact Acquisitions will acquire from the Company 100% of Fort Products’ equity interests. Jeffs Brands will receive 75.02% and up to 83.29% ownership of Impact share capital, contingent upon meeting predetermined milestones. The Proposed Merger is based on a total valuation of Impact of approximately C$4.8M and a total valuation ascribed to Fort Products, of approximately C$17.1M. According to the Definitive Agreement, a condition for the closing of Proposed Transaction is that the fair market value of the equity interests of Fort Products will not be less than C$14M, based on a valuation report to be obtained. The completion of the Proposed Transaction is subject to the satisfaction of additional conditions, including but not limited to, due diligence, corporate and regulatory approvals and the receipt of a Pre-Ruling from the Israel Tax Authority. Subject to the satisfaction or waiver of all conditions precedents to the Proposed Transaction, Impact and Jeffs’ Brands anticipate that the Proposed Transaction will be completed by May 31, 2025. There can be no assurance that the Proposed Transaction will be completed on the terms proposed above or at all. In addition, upon closing of the Proposed Transaction, Impact intends to issue equity to certain finders as compensation for providing advisory services in connection with the Proposed Transaction. Viki Hakmon, the Company’s CEO and director, may be deemed to have a personal interest in the Proposed Transaction, by virtue of being a relative of one of the Finders, and as such the Proposed Transaction was approved by the Company’s Audit Committee and Board of Directors in accordance with the Israeli Companies Law-1999.

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