Acasta Enterprises Inc. agreed to acquire Jempak GK Inc. for approximately CAD 140 million on November 10, 2016. The purchase price shall be paid as cash payment of CAD 67.5 million and the remaining CAD 67.5 million in the form of Acasta's Class B shares. In related transactions, Acasta Enterprises Inc. agreed to acquire Apollo Health & Beauty Care Partnership and Stellwagen Finance Company Limited. Acasta will be the accounting and legal acquirer. Acasta has enough escrow cash to close all three acquisitions with redemptions up to CAD 97 million. The agreement may be terminated by mutual consent if closing has not been effected by February 28, 2017 and a termination fee of CAD 0.5 million will be paid.

Jempak GK Inc. reported revenue of CAD 53.82 million, gross profit of CAD 13.72 million, operating profit of CAD 9.19 million, EBITDA of 10.21 million, net income of CNY5.88 million, total assets of CAD 29.74 million, shareholders' equity of CAD 13.39 million, operating profit of CAD 9.19 million and total liabilities of CAD 16.53 million for the period ended December 31, 2015. The owners and management teams of the three companies being acquired are remaining in current roles and collectively will own up to 64% of Acasta.

The completion of the transaction is conditional on he execution and delivery of an escrow agreement, execution and delivery of lock-up agreements, and a registration rights agreement, and an agreement with respect to certain excluded assets; OSC and TSX approval of the acquisition, together with any other acquisition by Acasta, to qualify as Acasta's “qualifying acquisition”; approval of the acquisition by Acasta's shareholders; net redemptions of Class A Restricted Voting Shares not exceeding the amount required to close the acquisition. Acasta's special meeting of shareholders to approve the Qualifying transaction is scheduled for December 20, 2016. On December 20, 2016, the transaction has been approved by the shareholders of Acasta Enterprises Inc. On December 9, 2016, the companies received early termination notice of anti trust approval waiting period. On December 16, 2016, Acasta increased the size of the private placement of Class B shares and received sufficient proxies for approval of the transaction on December 20, 2016. The transaction is expected to be completed on January 3, 2017.

Stephen Pincus, William Gorman, Kari MacKay, Celia Rhea, Michelle Vigod, Dan Dedic (partner), Elizabeth Mpermperacis, Jon Northup, Susan Garvie, Catherine Lyons, Amalia Berg, John Alton, Jeffrey Shore and Francy Kussner of Goodmans LLP acted as legal advisor to Acasta while BMO Capital Markets, Canaccord Genuity Corp., and The Toronto-Dominion Bank (TSX:TD) acted as financial advisors to Acasta. Stikeman Elliott LLP acted as legal advisor for JemPak. Joel Scoler, Tim Baron, Peter Martorelli and Dina Milivojevic of Davies Ward Phillips & Vineberg LLP acted as legal advisors for the underwriters, Canadian Imperial Bank of Commerce and The Toronto-Dominion Bank, in connection with the financing of the transaction.TD Securities Inc. acted as financial advisor to Acasta.

Acasta Enterprises Inc. completed the acquisition of Jempak GK Inc. on January 3, 2017.