Acquiring Company
WPF Holdings
Acquired Company
Vezbi
Description
via NewMediaWire – WPF Holdings, Inc. (OTC PINK: WPFH), announces today that it has closed on the acquisition of a controlling interest in the outstanding shares of Vezbi, Inc (“Vezbi”), which has become a controlled subsidiary of WPFH. Under the terms of the acquisition agreement signed in January 2023, six shareholders of Vezbi holding a total of 23,506,761 common shares of Vezbi representing 87 percent of the total Vezbi shares outstanding, proposed to acquire control of WPFH by the exchange of 10 shares of WPFH common stock for each common share of Vezbi, or a total of for 234,067,610 new WPFH common shares. WPFH also committed to extend the same acquisition offer to the remaining common shareholders of Vezbi, holding a total of 3,513,034 shares, or 13 percent of the outstanding Vezbi shares, at the same exchange ratio, with the goal to acquire all of the equity of Vezbi. Under the existing capital structure of WPFH, voting control of WPFH remains with the Series A Preferred stock, which carries 51 percent of the total vote of all classes of stock, and the control of which has not changed. The WPFH common shares issued to the Vezbi control shareholders were issued as restricted, unregistered shares in a private transaction.