ITEM 1.01 Entry into a Material Definitive Agreement.
· The name of the surviving company in the Merger will be Cannabis Sativa, Inc.
· Following the effective date of the Merger, the corporate existence of MJHI
will cease.
· Each share of MJHI common stock outstanding on the effective date of the Merger
will be converted into 2.7 shares of CBDS Common Stock.
· On the effective date of the Merger, the surviving Company will have an
aggregate total of 167,369,863 common shares outstanding and no shares of
preferred stock outstanding.
· Following the Merger, the shareholders of MJHI will hold approximately 72% of
the total outstanding shares of common stock of the surviving company, and the shareholders of CBDS will hold approximately 28% of the total outstanding common shares of the surviving company.
· The Merger is subject to majority approval of the shareholders of both MJHI and
CBDS.
· The shareholder meeting to approve the merger is intended to take place at 9205
W. Russell Road ,Las Vegas, NV 89148. The date and time of the meeting will depend on the timing for effectiveness of an S-4 Registration Statement to be filed with theUnited States Securities & Exchange Commission (the "SEC") to register the shares of CBDS common stock to be issued to the shareholders of MJHI in the Merger and to provide the shareholders of MJHI and CBDS with information about the special meeting of shareholders. Upon effectiveness of the S-4 Registration Statement, the companies will deliver the proxy statement/prospectus to the shareholders. The Prospectus will include the date and time for the respective shareholder meetings.
· The shareholders of MJHI and CBDS will have rights to dissent from the Merger,
and, if the notice of dissent is properly given, the dissenting shareholders
may be paid fair value for such dissented shares.
· The Board of Directors of the surviving company following the Merger is
intended to consist of
and
· The Executive Officers of the Company following the Merger are intended to
include Patrick Biltion - Chief Executive Officer,
Operating Officer, and
· The Merger Agreement includes representations and warranties, covenants, and
conditions for MJHI and CBDS as are customary for transactions of this nature.
· No brokerage fees are payable in connection with the Merger.
· The Merger Agreement may be terminated (i) by mutual consent of the parties;
(ii) by either party deciding not to pursue the Merger, subject to payment of$50,000 for such termination; (iii) by MJHI without penalty if due diligence uncovers facts about CBDS's business or financial condition different that represented prior to execution of the Merger Agreement; or (iv) in the event MJHI's Board does not approve the Merger.
· If the shareholders of either or both companies fail to approve the merger by a
majority of the shares outstanding on the record date for the shareholders meeting, the company or companies may continue the shareholders meeting in order to allow more time to solicit proxies for approval of the Merger.
· If majority shareholder approval of the merger is not obtained, the Merger will
not occur, and the Merger Agreement will be terminated.
· All costs and expenses in connection with the Merger transactions will be borne
by CBDS, except that MJHI will be responsible for expenses of its own legal
counsel and auditing costs.
Item 7.01. Regulation FD Disclosure
On
The information provided in this Section 7.01, including the exhibits incorporated herein by reference, shall not be deemed to be filed for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements and information. Although the forward-looking statements in this report reflect the good faith judgment of management, forward-looking statements are inherently subject to known and unknown risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. No assurances are, or can be given, that the parties will close the Merger Agreement, or that if such Merger occurs, the merged business would be successful. Certain conditions to any closing of the potential Merger would likely be outside of our control. MJHI assumes no obligation to update any forward-looking statement to reflect any event or circumstance that may arise after the date of this report.
IMPORTANT INFORMATION AND WHERE TO FIND IT
In connection with the proposed Merger transactions, MJHI plans to file
the S-4 Registration Statement with the
PARTICIPANTS IN THE SOLICITATION
MJHI and its directors and executive officers may be deemed to be participants
in the solicitation of proxies from the stockholders of MJHI in connection with
the proposed Merger transactions. CBDS and its officers and directors may also
be deemed participants in such solicitation. Security holders may obtain more
detailed information regarding the names, affiliations and interests of certain
of MJHI's executive officers and directors in the solicitation by reading MJHI's
the proxy statement/prospectus and other relevant materials filed with the
NO OFFER OR SOLICITATION
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
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