PureK Holdings Corp. to Acquire ‘TRUBAR’ Nutrition Brand in Latest Addition to Its Plant-Based Wellness Portfolio
March 03 2021 - 8:55AM
PureK Holdings Corp. (the “
Company” or
“
PureK”) (TSX Venture: PKAN) is pleased to
announce that it has executed a binding term sheet
(“
LOI”) to acquire TRU Brands Inc. (“
TRU
BRANDS”), a leading health and wellness brand specializing
in nutritious snacks for women.
“We are thrilled to welcome TRU BRANDS into the
PureK family. Their all-natural line of healthy snack offerings is
a perfect fit for our holistic approach in the wellness space,”
said PureK CEO Kathy Casey. “With a loyal customer base and a
demonstrated ability to innovate, TRU BRANDS is a wonderful asset
to PureK’s growing clean-label, plant-based portfolio. It fuels our
mission to enable wellness authentically every day.”
Founded in 2018 under the female-led parent
company TRUWOMEN, TRU BRANDS has grown into a nationally-recognized
brand and is sold online and through major U.S. retailers,
including Target and Costco. Their line of dessert-inspired protein
bars are made with plant-based ingredients such as cassava, cacao,
and brown rice protein, and are certified vegan, gluten-free and
kosher, as well as dairy and soy-free, non-GMO verified, and free
of sugar alcohols.
“Gone are the days of sacrificing taste and
texture. TRUWOMEN’s TRUBARS have pioneered an entirely new snacking
category coined indulgent nutrition,” says TRU BRANDS CEO and
Co-Founder Erica Groussman. “We’re beyond excited to join forces
with PureK, whose values and mission, to innovate and expand the
plant-based wellness sphere, deeply align with ours.”
The global personalized retail nutrition and
wellness market size was valued at 1.6 billion USD in 2019 and is
expected to register a CAGR of 8.5% from 2020 to 2027, according to
Grand View Research1. With strategic footprints in the health and
wellness industries (including its acquisition this past year of
the beauty brand No B.S. Skincare), the Company has become popular
with the coveted millennial demographic, and has taken a holistic
approach to which brands it welcomes into its family. Given TRU
BRANDS track-record as a female-founded company, putting the health
of its customers above all else, the acquisition is a natural fit
for PureK Holdings Corp.
Under the terms of the LOI, PureK will acquire
100% of the issued and outstanding shares of TRU BRANDS pursuant to
a definitive agreement to be entered into by the parties. Subject
to certain customary adjustments on closing, the purchase price to
be paid by PureK shall be USD$7,500,000 (the
“Purchase Price”). The Purchase
Price shall be satisfied through the issuance of common shares of
PureK at a price per share equal to the ten (10) trading day
volume weighed average trading price of the shares on the TSX
Venture Exchange (or such other recognized stock exchange upon
which the shares are listed for trading) in the ten (10) trading
days immediately prior to the closing date of the
Transaction.
The parties entered into the LOI effective March
2, 2021 and have begun due diligence. The parties intend to
complete the transaction as soon as is practicable and, subject to
satisfactory completion of customary closing conditions and due
diligence, will use commercially reasonable efforts to enter into a
definitive agreement as soon as possible.
About PureK Holdings Corp.
PureK Holdings Corp. leads an international omni-channel
platform with diversified assets in the emerging plant-based and
holistic wellness consumer product categories. The company’s
mission is focused on leading innovation for the informed
Millennial and Generation Z generations in the rapidly growing
plant-based, natural, and clean ingredient space. The company
continues to focus on expansion into high-growth consumer product
categories including CBD products, plant-based food and beverage,
and the global pet care and skin care industries. For more
information on PureK Holdings Corp., please visit
https://purekana.com/investor-relations/.
For further information:
Brian MeadowsChief Financial OfficerPh: +1 (855) 553-7441Email:
ir@purekana.com
Daniel NussbaumMedia and Investor RelationsPh: +1 (917)
232-8960Email: Daniel@amwpr.com
Forward-Looking Information
Certain statements contained in this news
release constitute "forward-looking information" and
"forward-looking statements" as such terms are used in applicable
Canadian securities laws. Forward-looking statements and
information are based on plans, expectations and estimates of
management at the date the information is provided and are subject
to certain factors and assumptions, including, that the Company’s
financial condition and development plans do not change as a result
of unforeseen events and that the Company obtains regulatory
approval. PKAN’s obligation to close will be subject to TSX Venture
Exchange approval and standard closing conditions for transactions
of this nature, including, among other things, (i) accuracy of
representations and warranties and compliance with covenants and
obligations, (ii) no material adverse effect, (iii) the absence of
litigation, restraining orders, injunctions or other legal
restraints and (iv) receipt of required regulatory and third party
consents, legal opinions, officers' and secretary's certificates,
(v) signing of employment agreements, or approval of existing
employment agreements with key individuals as determined by PureK,
(vi) other customary closing documentation and conditions.
Forward-looking statements and information are subject to a variety
of risks and uncertainties and other factors that could cause
plans, estimates and actual results to vary materially from those
projected in such forward-looking statements and information.
Factors that could cause the forward-looking statements and
information in this news release to change or to be inaccurate
include, but are not limited to, the risk that any of the
assumptions referred to prove not to be valid or reliable, that
occurrences such as those referred to above are realized and result
in delays, or cessation in planned work, that the Company’s
financial condition and development plans change, and delays in
regulatory approval, as well as the other risks and uncertainties
applicable to the CBD or broader wellness industries and to the
Company, and as set forth in the Company’s Filing Statement in
respect of its qualifying transaction filed under the Company’s
profile at www.sedar.com. The Company undertakes no obligation to
update the forward-looking statements and information, other than
as required by applicable law.
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this press release.
1 Source;
https://www.grandviewresearch.com/industry-analysis/personalized-retail-nutrition-wellness-market#:~:text=The%20global%20personalized%20retail%20nutrition,in%20the%20past%20few%20years
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