Sibannac to Acquire NOHO Brand Assets in Blockbuster Three-Way Deal
Scottsdale, Arizona--(Newsfile Corp. - May 12, 2022) - Sibannac, Inc. (OTC Pink: SNNC), a Nevada corporation (the "Company"), announced the following:
Sibannac, Inc. has agreed in principle to acquire all NOHO brand assets from NOHO, Inc. (OTC Pink: DRNK) in a blockbuster three-way transaction. This transaction will result in bringing all NOHO brands and products into Sibannac to be managed under the Company's Campus Co. branding arm, which has been assembling a best-in-class marketing and branding team over the last year.
NOHO, Inc. has entered into a Letter of Intent to acquire Smog Armor, Inc., a special purpose acquisition company created to facilitate the transfer of the Smog Armor assets from Delaware-based, Creative Carbon Solutions, Inc. NOHO will acquire Smog Armor with convertible preferred shares which will not result in any immediate dilution of the common stock. Sibannac will then acquire the NOHO assets by following through ahead of schedule on its announced acquisition plan from, using warrants which will then be issued to NOHO for distribution to shareholders of record on July 29, 2022.
The valuation of the acquisition is now being determined and will be announced to the public once the definitive agreements are in place. Sibannac intends on registering the warrants so that the NOHO shareholders will be able to convert them to free-trading shares. Sibannac will price the warrants at a discount to market at the time of distribution, to the benefit of NOHO shareholders. Any shareholder exercising the warrants will have to pay Sibannac the cash value of the warrants, which will be booked as income to the Company.
All three parts of the transaction are envisioned to close within a 24-hour period, anticipated to be within the next 30 days. Sibannac and the incoming management at NOHO will be discussing an ongoing relationship for some revenue sharing for NOHO's After Shot. Specific terms will be disclosed when the definitive agreements are executed.
Currently both companies are operated under the same management, with David Mersky serving as CEO of both firms. Management believes that the allocation of assets in the transactions will result in both companies becoming stronger after the transaction closes. In addition to NOHO's flagship Hangover product, the After Shot, Sibannac will be acquiring the RāD8 brand, under which several alternative health products are anticipated to be launched. Originally designated to sell Hemp-derived cannabis products, Sibannac has already developed a Kratom gummy to be produced in its FDA food facility in Scottsdale. In addition, through Sibannac's new collaboration with nationally renowned branding expert Gary Kehoe, the Company already has three new product categories identified to follow the commercialization of the Shot. Mr. Kehoe is the creative mind behind the product Zicam and holds over 30 patents, achieved during a storied career. Currently the Campus team is also developing the first product under Sibannac's flagship brand, to be announced in the near future. The Campus is also doing the marketing for Kehoe's Wilderness Whiskey Co.
With the addition of the NOHO brands, the Campus' portfolio is growing quickly. Recently, beverage leader Coca-Cola Beverages Northeast agreed to continue its long-standing relationship with Eric Stoll, as the former Lifetime Branding client migrates to the Campus with Stoll installed as Chief Marketing Officer. The Campus is proud to assume the role of support partner in developing their digital presence, a key part of their customer and local community relationship building.
"This is an absolute win-win for all parties. The NOHO brands will now be much stronger under the Sibannac umbrella and the NOHO shareholders are getting tremendous value in return with Smog Armor bringing in an ultra-talented executive team and a terrific product line with its patented green tech paint. As a large remaining shareholder following the closing, it was vitally important that the incoming team had the capabilities and assets to propel the company into future success and earnings. The transaction will result in the best allocation of assets for both companies," said Sibannac's CEO, David Mersky.
Cautionary Note Regarding Forward-Looking Statements.
This press release contains statements that constitute 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. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Sibannac, Inc. (the "Company"), its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company's ability to control, and actual results may differ materially from those projected in the forward looking statements as a result of various factors. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company's control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. Important factors that could cause actual results to differ materially from the company's expectations include, but are not limited to, those factors that are disclosed under the heading "Risk Factors" and elsewhere in documents filed by the company from time to time with the United States Securities and Exchange Commission and other regulatory authorities.
Media Contact: IR@theCampusCo.com
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