UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2016
B4MC Gold Mines, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 005-88847 | 87-0674571 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
| 3651 Lindell Road, Suite D565, Las Vegas NV | 89103 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (424) 256-8560
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
Letter of Intent with Gutami Holding BV
On December 20, 2016, B4MC Gold Mines, Inc. (the “Company”) entered into a Letter of Intent (the “LOI”) between the Company and Gutami Holding BV, a company organized under the laws of The Netherlands (“Gutami”). The LOI provides for the acquisition by the Company of all of the outstanding shares of capital stock of a subsidiary holding company of Gutami to be formed (the “Holding Company”), which will own 100% of the outstanding capital stock of (1) certain subsidiaries to be formed in connection with the Holding Company’s development projects currently in the planning stage (the “Subsidiaries”) and (2) all other rights to renewable energy projects to be developed in the future, it being the intent of Gutami to transfer its global renewable energy development business to the Holding Company, excluding only its interests in projects already completed. The purchase price for the acquisition (the “Transaction”) will be 53,172,680 newly issued unregistered shares of the Company’s common stock. Gutami develops solar and wind energy projects in Europe, the Caribbean, Asia and Africa/Middle East.
The Company currently has 5,667,485 shares of common stock outstanding. At the closing of the Transaction, and after giving effect to the private placement discussed in the next paragraph, the Company is expected to have a total of 59,090,165 shares of common stock issued and outstanding on a fully diluted basis. The Company currently has no outstanding options, warrants or convertible securities. The 53,172,680 shares of common stock to be issued to Gutami at closing are expected to constitute approximately 90.0% of the Company’s outstanding shares of common stock at that time on a fully diluted basis. At closing, approximately 53,962,680 shares, or 91.3%, are expected to be held by management and directors, including management members that are Gutami stockholders and their designated board representatives. It is expected that a majority of the members of the board of directors of the Company at the closing of the LOI will be either designated board representatives of Gutami and/or current management.
Prior to the closing of the Transaction, the Company intends to sell up to 250,000 shares of its common stock in a private placement to accredited investors and qualified investors resident outside of the U.S. The proceeds will to be used by the Company to fund Transaction costs, including placement fees, and the Company’s working capital requirements. The Company and Gutami will also use commercially reasonable efforts to close, on or about the date of closing of the Transaction, an approximately €45.0 million private placement in Europe of bonds to be backed by certain solar projects currently under development. At closing, the obligations under bonds would become obligations of the Company on its consolidated financial statements.
Conditions to closing of the Transaction include the execution of a definitive acquisition agreement, the completion of a due diligence review by both the Company and Gutami, completion of an audit of the Holding Company’s and each the Subsidiaries’ financial statements and the absence of any material adverse change in the business, assets or condition (financial or otherwise) of the Company, the Holding Company or any of the Subsidiaries. The Company anticipates signing a definitive acquisition agreement by January 30, 2017 and closing in the first or second fiscal quarter of 2017.
The common stock of the Company to be sold in the private placement and issued to Gutami at the closing of the Transaction will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and other applicable securities laws.
The Company currently has no operations, and has been engaged in efforts to identify an operating company with which to acquire or merge through an equity-based exchange transaction. As it is expected that the closing of the Transaction will result in a change in control of the Company, the Transaction is expected to be accounted for as a reverse merger, with the Holding Company being considered the legal acquiree and accounting acquirer, and the Company being considered the legal acquirer and the accounting acquiree. As a result, at and subsequent to closing, the financial statements of the Holding Company will become the financial statements of the Company for all periods presented.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are being filed herewith:
| 10.1 | Letter of Intent, dated as of December 20, 2016, between the Company and Gutami Holding BV. |
| 10.2 | Press Release dated December 20, 2016. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| B4MC Gold Mines, Inc. | ||
| (Registrant) | ||
| Date: December 20, 2016 | ||
| By: | /s/ Bennett J. Yankowitz, President | |
| (Signature) | ||
B4MC Gold Mines, Inc.
3651 LINDELL RD., SUITE D565
LAS VEGAS, NV 89103
(424) 256-8560 • (310) 388-0582 (fax)
December 20, 2016
Gutami Holding BV
Koornbeursweg 67-1
8442 DJ Heerenveen
The Netherlands
Attn: Gerben Pek, CEO
| Re: | Reverse Acquisition of the Outstanding Shares of a Company to be Formed and which will own the Capital Stock of Certain Subsidiaries of Gutami Holding BV |
Ladies and Gentlemen:
This letter will confirm that B4MC Gold Mines, Inc., a Nevada corporation (“Buyer”), is interested in acquiring by reverse acquisition all the outstanding capital stock (the “Company Shares”) of a wholly owned subsidiary to be formed (the “Company”) of Gutami Holding BV (the “Seller”). Prior to the Closing referred to below, the Company shall own 100% of the outstanding capital stock of (1) certain subsidiaries to be formed in connection with the Seller’s solar and wind power development projects currently in the planning stage in the Netherlands and elsewhere and (2) all other rights to renewable energy projects to be developed in the future, it being the intent of the Seller to transfer its global solar and wind energy development business to the Company, excluding only its interests in projects already completed. The Seller, the Company and each of the Acquired Companies is or will be a private company organized in The Netherlands. In this letter (a) the Company and its subsidiaries are called the “Acquired Companies,” and (b) Buyer’s possible acquisition of the Company Shares (or other acquisition of the Company) is sometimes called the “Proposed Transaction.”
PART
I.
NONBINDING PROVISIONS
The parties wish to commence negotiating a definitive written acquisition agreement providing for the Proposed Transaction (a “Definitive Agreement”). To facilitate the negotiation of a Definitive Agreement, the parties request that Buyer prepare an initial draft. The execution of any Definitive Agreement would be subject to the satisfactory completion of Seller’s due diligence investigation of Buyer and Buyer’s ongoing due diligence investigation of the Acquired Companies’ business, and would also be subject to approval by both Buyer’s and the Seller’s boards of directors.
Based upon the information currently known to Buyer, it is proposed that the Definitive Agreement would include the following terms:
Section 1.01 Basic Transaction. Seller will sell all the Company Shares to Buyer at the price (the “Purchase Price”) set forth in Section 1.02 at the closing of the Proposed Transaction (the “Closing”), which is expected to be no later than April 30, 2017. Simultaneously with the Closing, (a) the board of directors of Buyer will be reconstituted so that a majority of the members shall be nominees of Seller and (b) the executive officers of the Seller shall be appointed to similar offices of Buyer. At the option of the Seller and the Company, Bennett Yankowitz would stay on as interim General Counsel and a director for a time period to be specified.
Section 1.02 Purchase Price; Options.
(a) The Purchase Price will be 53,172,680 shares of common stock of the Buyer (“BFMC Shares”), which will constitute 90.0% of the total number of outstanding BFMC Shares at Closing, on a fully diluted basis, as further described in the table attached to this letter as Exhibit A.
(b) To the extent that the Company or any other Acquired Company has any outstanding options, warrants, or securities convertible into any class of equity securities of either Company or any Acquired Company (“Derivative Securities”), either (i) such Derivative Securities shall be converted to shares of common stock prior to the Closing, in which case they will constitute Company Shares and the holders thereof will be entitled to their pro rata share of the Purchase Price, or (b) will be exchanged at Closing for Derivative Securities of Buyer having the same general terms, subject to exchange procedures to be set forth in the Definitive Agreement.
Section 1.03 Audited Financial Statements. The Closing will be subject to the condition that the Seller shall have provided to Buyer audited financial statements of the Company and, if required in connection with the required filings with the SEC described below, of each other Acquired Company, for the fiscal years ended December 31, 2015 and 2016 and, if the Closing does not occur prior to May 15, 2017, unaudited financial statements for the fiscal quarters ended March 31, 2016 and 2017, in each case prepared in accordance with generally accepted accounting principles in the U.S., including the footnotes thereto (“GAAP”), and in such form as will enable Buyer’s independent registered public accounting firm to audit the financial statements of the Company and pro forma financial statements at Closing of Buyer, and as will enable Buyer to prepare audited financial statements in the form required in connection with Buyer’s filing requirements with the U.S. Securities and Exchange Commission (the “SEC”) in respect of the Proposed Transaction. Seller shall be responsible for the costs of preparing such auditing financial statements in accordance with GAAP, as described above, and Buyer will be responsible for the costs of its auditors and consultants in connection with Buyer’s financial statements, the pro forma financial statements and preparation of the associated filings with the SEC, including a “Super 8-K” with respect to the Proposed Transaction.
Section 1.04 Other Terms.
(a) Seller will make comprehensive representations and warranties to Buyer and will provide comprehensive covenants, indemnities, and other protections for the benefit of Buyer. The consummation of the Proposed Transaction by Buyer will be subject to the satisfaction of various conditions required to be satisfied prior to Closing, which will include, but not be limited to, the following:
(i) Seller will own 100% of the outstanding capital stock of the Company, and the Company Shares will be free and clear of all liens and encumbrances; and the Company will own 100% of the outstanding capital stock of each other Acquired Company;
(ii) There will have been no material adverse change in the business or financial condition of any Acquired Company;
(iii) Between the date of the Definitive Agreement and the Closing, Seller will cause the Acquired Companies to operate their business in the ordinary course and to refrain from any extraordinary transactions;
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(iv) The truth and accuracy of the representations and warranties of Seller set forth in the Definitive Agreement;
(v) Seller will have performed or complied in all material respects with all agreements required by the Definitive Agreement to be performed or complied with by him; and
(vi) Such other conditions as are customary in transactions of this type.
(b) Buyer will make comprehensive representations and warranties to Seller and will provide comprehensive covenants, indemnities, and other protections for the benefit of Seller. The consummation of the Proposed Transaction by Seller will be subject to the satisfaction of various conditions required to be satisfied prior to Closing, which will include, but not be limited to, the following:
(i) Buyer shall have closed the “Pre-RTO” private placement of its common shares, as described in Exhibit A;
(ii) There will have been no material adverse change in the business or financial condition of Buyer;
(iii) Between the date of the Definitive Agreement and the Closing, Buyer will operate its business in the ordinary course and to refrain from any extraordinary transactions;
(iv) The truth and accuracy of the representations and warranties of Buyer set forth in the Definitive Agreement;
(v) Buyer will have performed or complied in all material respects with all agreements required by the Definitive Agreement to be performed or complied with by it; and
(vi) Such other conditions as are customary in transactions of this type.
(c) Buyer and Seller shall use commercially reasonable efforts to prepare a bond offering by a special purpose subsidiary of Buyer incorporated in Luxembourg of approximately €45.0 million, to be secured by certain of the Company’s assets and issued in a private placement by Investor Luxembourg.
Section 1.05 Post-Closing Sales of BFMC Shares.
(a) At Closing, each principal shareholder of Buyer (including Seller) shall enter into a lock-up agreement with Buyer providing that (i) such shareholder shall not sell or transfer any BFMC Shares for a period to be specified in the Definitive Agreement following the Closing and (ii) thereafter such shareholder shall only sell BFMC Shares in such amounts per fiscal quarter as set forth in his or her lock-up agreement.
(b) Buyer will use commercially reasonable efforts to file with the SEC within 60 days after Closing a registration statement on Form S-1 under the Securities Act of 1933 (the “Securities Act”) covering resales of restricted BFMC shares held by existing shareholders of Buyer.
(c) At Closing, Buyer shall adopt procedures for “insiders” wishing to sell restricted BFMC Shares, including compliance with Rule 144 under the Securities Act and Rule 10b-18 under the Securities Exchange Act of 1934.
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(d) At Closing, Buyer and Seller will reaffirm Buyer’s existing financial advisory contract with PacificWave Partners Limited, with the goal of raising a subsequent round of equity financing, at prices and on terms as Buyer and PacificWave Partners Limited shall mutually agree.
Section 1.06 Tax Structure. The Proposed Transaction will be structured for U.S. Federal income tax purposes either as a tax-free “A reorganization” (i.e., a reverse subsidiary merger) or a tax-free “B reorganization” (i.e., a share-for-share exchange), as mutually agreed by Buyer and Seller.
PART
II.
BINDING PROVISIONS
The parties, intending to be legally bound, agree to the following legally enforceable sections of this letter. (The provisions of this Part II are referred to herein as the “Binding Provisions.”)
Section 2.01 Access.
(a) Seller will cause the Acquired Companies to afford Buyer and its duly authorized auditors, accountants, attorneys and other representatives full and free access to each Acquired Company, its personnel, properties, contracts, books and records, and all other documents and data, subject to the confidentiality provisions set forth in Section 2.04. Upon execution of this letter, Seller will establish an electronic due diligence room containing all of its material contracts and documents, which it will make accessible to Buyer and its representatives.
(b) Buyer will afford Seller and its duly authorized auditors, accountants, attorneys and other representatives full and free access to each Acquired Company and its respective personnel, properties, contracts, books and records, and all other documents and data, subject to the confidentiality provisions set forth in Section 2.04. Upon execution of this letter, Buyer will establish an electronic due diligence room containing all of its material contracts and documents, which it will make accessible to Seller and its representatives.
Section 2.02 Exclusive Dealing
(a) Seller will not, and will cause the Acquired Companies not to, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other person relating to the acquisition of the Company Shares or the Acquired Companies, their assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise (other than sales of inventory in the ordinary course); and
(b) Seller will immediately notify Buyer regarding any contact between any Seller, any Acquired Company, or their respective representatives and any other person regarding any such offer or proposal or any related inquiry and if made in writing furnish a copy thereof.
(c) Buyer will not, directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept, or consider any proposal of any other person relating to the acquisition of any securities of any other corporation or entity, or its assets or business, in whole or in part, whether directly or indirectly, through purchase, merger, consolidation, or otherwise (other than sales of inventory in the ordinary course); and
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(d) Buyer will immediately notify Seller regarding any contact between Buyer or any of its representatives and any other person regarding any such offer or proposal or any related inquiry and if made in writing furnish a copy thereof.
Section 2.03 Conduct of Business. Seller shall cause the Acquired Companies to operate in the ordinary course and to refrain from any transactions outside the ordinary course of business.
Section 2.04 Confidentiality. Except as and to the extent required by law, Buyer and Seller will not disclose or use, and will direct their respective officers, directors, employees, consultants, accountants, attorneys and agents (“Representatives”) not to disclose or use, to the detriment of the other, any Confidential Information (as defined below) with respect to the Possible Transaction furnished, or to be furnished, by Buyer or Seller or their Representatives at any time or in any manner other than in connection with its evaluation of the Possible Transaction. For purposes of this paragraph, “Confidential Information” means any information stamped “confidential” or identified in writing as such by any party promptly following its disclosure, unless (i) such information is already known to another party or its Representatives or to others not bound by a duty of confidentiality or such information becomes publicly available through no fault of such other party or its Representatives, (b) the use of such information is necessary or appropriate in making any filing or obtaining any consent or approval required for the consummation of the Possible Transaction or (c) the furnishing or use of such information is required by or necessary or appropriate in connection with legal proceedings. Upon the written request of any party, the other parties will promptly return or destroy any Confidential Information in their possession and certify in writing to the other party that they have done so.
Section 2.05 Hart-Scott-Rodino. Buyer and Seller shall proceed, as promptly as is reasonably practical, to prepare and to file any notifications required by the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). (At this time Buyer anticipates that no such filings will in fact be required.)
Section 2.06 Commitment Fee. As a condition precedent to its effectiveness, as consideration for Buyer’s agreements contained in this letter (including without limitation Section 2.02(c)), Seller shall pay Buyer a commitment fee of $50,000, payable by wire transfer of overnight funds to Buyer no later than January 15, 2017.
Section 2.07 Costs. Except as otherwise set forth in Section 1.03 and the corresponding provisions of the Definitive Agreement, Buyer and Seller will be responsible for and bear all of their respective costs and expenses (including any broker’s or finder’s fees and the expenses of their representatives) incurred at any time in connection with pursuing or consummating the Proposed Transaction. Notwithstanding the preceding sentence, Buyer will pay one-half and Seller will pay one-half of any HSR Act filing fees, subject to the total cost being approved by both parties in advance.
Section 2.08 Termination. The Binding Provisions will automatically terminate upon the earliest of the following (the “Termination Date”): (i) April 30, 2017, (ii) execution of the Definitive Agreement by all parties, (iii) the mutual written agreement of Buyer and Seller, or (iv) written notice of termination by Buyer or Seller, for any reason or no reason, with or without cause, at any time; provided, however, that the termination of the Binding Provisions will not affect the liability of a party for breach of any of the Binding Provisions prior to the termination. Upon termination of the Binding Provisions, the parties will have no further obligations under this letter, except that Section 2.04 will survive such termination.
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Section 2.09 Effect of Letter. The provisions of Article I of this letter are intended only as an expression of interest on behalf of Buyer and Seller, are not intended to be legally binding on any party or Acquired Company, and are expressly subject to the negotiation and execution of an appropriate Definitive Agreement. In addition, nothing in this letter should be construed as an offer or commitment on the part of Buyer or Seller to submit a definitive proposal. Except as expressly provided in the Binding Provisions (or as expressly provided in any binding written agreement that the parties may enter into in the future), no past or future action, course of conduct, or failure to act relating to the Proposed Transaction, or relating to the negotiation of the terms of the Proposed Transaction or any Definitive Agreement, will give rise to or serve as a basis for any obligation or other liability on the part of the parties or any of the Acquired Companies.
Section 2.10 Miscellaneous
(a) Entire Agreement. The Binding Provisions supersede all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitute a complete and exclusive statement of the terms of the agreement between the parties with respect to its subject matter.
(b) Modification. The letter may only be amended, supplemented, or otherwise modified by a writing executed by the parties.
(c) Governing Law. All matters relating to or arising out of a Proposed Transaction and the rights of the parties (sounding in contract, tort, or otherwise) will be governed by and construed and interpreted under the laws of Great Britain, without regard to conflicts of laws principles that would require the application of any other law.
(d) Jurisdiction; Service of Process. If disputes between the parties cannot be amicably settled by the parties through negotiations between themselves, the parties shall seek settlement of that dispute by mediation in accordance with the Mediation Rules of the London Court of International Arbitration Centre (“LCIA”), which rules are deemed to be incorporated by reference to this clause. If the dispute is not settled by mediation within thirty (30) days of the commencement of the mediation, or such further period as the parties shall agree in writing, then the dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the LCIA Arbitration Centre (the “Rules”), which Rules are deemed to be incorporated by reference to this Section 2.10(d). The language to be used in the arbitration shall be English. In any arbitration commenced pursuant to this Section 2.10(d), the number of arbitrators shall be one (1) and the arbitration shall be conducted in London. The parties agree that the award of the arbitration in accordance with the above shall be binding on all parties.
(e) Counterparts. This letter may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties. A manual signature on this letter whose image shall have been transmitted electronically will constitute an original signature for all purposes. The delivery of copies of this letter, including executed signature pages, by electronic transmission will constitute effective delivery of this letter for all purposes.
If you are in agreement with the foregoing, please sign and return one copy of this letter, which thereupon will constitute our understanding with respect to its subject matter and a binding agreement with respect to the Binding Provisions.
[Signature Page Follows]
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| Very truly yours, | ||
| B4MC Gold Mines, Inc. | ||
| By: | /s/ Bennett J. Yankowitz | |
| Bennett J. Yankowitz, President | ||
Agreed to as to the Binding Provisions on December 19, 2016:
| Gutami Holding BV | ||
| By: | /s/ Gerben Pek | |
| Gerben Pek, CEO | ||
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Exhibit A
Proposed Transaction
| Pro Forma BFMC Capitalization | No. of shares | % | ||||||
| Restricted Shares Outstanding | 5,502,000 | 9.3 | % | |||||
| Public Shareholders (float) | 165,485 | 0.3 | % | |||||
| Subtotal | 5,667,485 | 9.6 | % | |||||
| Pre-RTO Private Placement (1) | 250,000 | 0.4 | % | |||||
| Shares prior to closing | 5,917,485 | 10.0 | % | |||||
| GutamiHolding B V | 53,172,680 | 90.0 | % | |||||
| Total outstanding after RTO | 59,090,165 | 100.0 | % | |||||
| (1) | 250,000 shares @ $1.00 ($250,000 total). |
| B4MC Gold Mines, Inc. | NEWS RELEASE | |
| 3651 Lindell Road, Suite D565 | ||
| Las Vegas, NV 89103 | For Immediate Release, December 20, 2016 |
B4MC
Gold Mines, Inc. Announces Letter of Intent to Acquire
Certain Subsidiaries of Gutami Holding BV
Las Vegas, NV, December 20, 2016—B4MC Gold Mines, Inc. (“BFMC”; OTC Markets: BFMC) today announced the execution of a letter of intent (the “LOI”) for the acquisition of all of the outstanding shares of capital stock of a company (the “Holding Company”) to be formed and wholly owned by Gutami Holding BV (“Gutami”). Gutami develops solar and wind energy projects in Europe, the Caribbean, Asia and Africa/Middle East, and will transfer its ownership and rights of several solar power development projects currently in the pre-construction stage, as well as its future worldwide renewable energy project development business. The Seller is, and the Holding Company will be, based in The Netherlands.
Under the LOI, BFMC will issue unregistered shares of its common stock for all of the issued and outstanding capital stock of the Holding Company. Gutami’s present executive team will be joined by a senior executive from BFMC to form the new expanded management team upon closing of the acquisition. Gerben Pek will continue as CEO of the combined entity.
The transaction is subject to the negotiation and execution of a definitive acquisition agreement and to successful completion of due diligence reviews by BFMC and Gutami, audit of the Holding Company’s financial statements, and other conditions.
At closing, it is anticipated that BFMC will issue 53,172,680 unregistered shares of its common stock in exchange for all of the presently outstanding capital stock of the Holding Company. BFMC presently has 5,667,485 shares of common stock issued and outstanding.
Prior to the closing of the reverse acquisition, PacificWave Partners Limited (“PacificWave Partners”) is arranging a private placement of up to 250,000 additional shares of BFMC common stock. If the acquisition and private placement are completed on the terms contemplated, the Company would have 59,090,165 shares issued and outstanding on a fully diluted basis, of which current BFMC shareholders would own approximately 10.0% and Gutami would own approximately 90.0%. It is anticipated that the name of BFMC will be changed to Global Renewable Energy Inc. subsequent to closing.
The Company and Gutami will also use commercially reasonable efforts to consummate, on or about the date of closing of the reverse acquisition, an approximately €45.0 million private placement in Europe of bonds to be backed by the Holding Company’s current projects that are in the pre-construction phase.
PacificWave Partners, an innovative global merchant bank and investment management firm, and Topan AG, a financial and strategic advisor, advised on the transaction; PacificWave Partners is also arranging the private placement. Henrik Rouf, Managing Director of PacificWave Partners, said: “We are excited about the potential presented by the acquisition of Gutami’s renewable energy project development business. BFMC and its principal shareholders have considered a number of acquisition/merger candidates in a number of sectors, and believe that Gutami offers an exciting opportunity for BFMC and its shareholders. We expect to continue to look for strategic opportunities that may require additional equity funding when opportunities arise.”
Bennett Yankowitz, President of BFMC, said: “We believe the Gutami transaction will offer our shareholders a stake in a solid company in a growing market. Gutami has a number of exciting renewable projects in development in Europe, the Caribbean, Asia and Africa/Middle East, and we believe that the combined company will have substantial room for growth in the global renewable power industry.”
Gutami’s CEO, Gerben Pek, commented, “The reverse acquisition by BFMC will provide our company with a public presence that will allow us to bring together a talented executive team that will have the tools to accelerate our growth. It will also create greater liquidity to attract investment capital to fund the expansion of our current business into new markets and to add key team members.”
The LOI envisions that Gutami executives will head the post-acquisition company, with Gerben Pek serving as CEO and Chairman of the Board of Directors. It is anticipated that Bennett Yankowitz will continue serving on the Board of Directors and will assume the role of general counsel. Gutami will have the right to appoint three additional board members.
The common stock of BFMC to be sold in the private placement and issued for the reverse acquisition will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933 and other applicable securities laws.
This notice is issued pursuant to Rule 135c under the Securities Act and shall not constitute an offer to sell or the solicitation of an offer to buy common stock of BFMC, nor shall there be any sale of common stock of BFMC in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About BFMC
BFMC is a smaller reporting public company, and is considered a “public shell,” since at the present time it has no ongoing operations. BFMC has been actively seeking to merge with or acquire one or more private companies to create a foundation to grow and expand. In preparation for a merger or acquisition with an active operating company, BFMC’s former management abandoned its previous exploratory efforts, which were in the voice-over-internet (VoIP) sector.
About Gutami
Gutami develops, constructs and operates solar and wind energy projects in several niches, including upcoming markets, large solar rooftop installations, wholesale, private lease, and cell- and panel-production projects. Gutami typically partners with a governmental agency or other strong local partner for each project, and has several strategic partnerships with world-leading companies in the solar and wind energy market, including Siemens and SUMEC.
Prior to closing of the transaction, Gutami will transfer to the Holding Company all of its rights to solar projects under development, as well as its ongoing development business. Gutami will retain ownership of its interests in projects completed to date, which include several solar ground-plant projects and solar rooftop projects located in Europe and the Caribbean.
About PacificWave Partners
PacificWave Partners is a privately held global merchant bank and investment management firm. PacificWave Partners provides a wide range of financial services to privately held and publicly traded companies in the United States, Europe and Asia. Services include investment management solutions for high-net-worth individuals, assistance with financings, reverse mergers and alternative public offerings. Founded in 2004, the firm has representative offices worldwide.
About Topan AG
Topan is a privately held global financial and strategic advisory firm based in Switzerland and dedicated to developing economic, ecological and ethical values.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. “Forward-looking statements” describe future expectations, plans, results, or strategies and are generally preceded by words such as “may,” “future,” “plan” or “planned,” “will” or “should,” “expected,” “anticipates,” “draft,” “eventually” or “projected.” Readers are cautioned that such statements, including statements regarding the proposed acquisition of the Holding Company and the proposed private placement and solar bond offering, are subject to a multitude of risks and uncertainties that could cause future circumstances, events, or results to differ materially from those projected in the forward-looking statements. Such risks and uncertainties include, without limitation, BFMC’s ability to implement, and obtain funding to carry out, its prospective businesses, BFMC and the Holding Company’s ability to close the acquisition agreement and thereafter satisfy any conditions thereto, the consequences of the potential acquisition of the Holding Company, BFMC’s possible inability to obtain additional financing as may be required in the future under reasonable terms or at all, BFMC’s possible lack of cash flows, BFMC’s possible failure to hold, attract and keep key personnel, technological changes and the possibility of increased competition, and the impact on capital markets by the broad economic downturn. Many of these risks are beyond BFMC’s ability to forecast or control. Such risks may also include the risks that actual results may differ materially from those projected in the forward-looking statements; projected events in this press release may not occur due to unforeseen circumstances, various factors, and other risks identified in BFMC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and other filings with the U.S. Securities and Exchange Commission made by BFMC.
Media Contact:
Henrik
Rouf
Managing Director, Pacific Wave Partners Limited
+1 310 666 0750
info@pacificwavepartners.com
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