Sibannac, Inc. Announces Entry into Memorandum of Understanding to Acquire Stellar Chemical Corp.
Scottsdale, Arizona--(Newsfile Corp. - April 12, 2021) - Sibannac, Inc. (OTC Pink: SNNC), a Nevada corporation (the "Company"), announced the following:
Sibannac, Inc. and Stellar Chemical Corp. ("Stellar"), a New Jersey based nutraceutical and industrial chemical manufacturer, have entered into a Memorandum of Understanding for Sibannac to acquire 51% of Stellar in a stock and cash transaction.
Stellar is currently profitable, grossing $4.5 Million in annual revenue from business to business as well as business to consumer sales, through direct contract manufacturing and online. The transaction contemplates a $10 Million acquisition, consisting of $2 Million in cash and the remainder in a new class of preferred, restricted stock, convertible to common shares between $.75-$1.00. Management anticipates that based on current earnings and the synergy of both companies, there will be a positive effect on the share price, as all the stock issued will be preferred and restricted from sale, having no initial dilutive effect on the common stock and thereafter subject to restriction under SEC Rule 144.
"This acquisition presents tremendous value for both companies as Stellar has vast experience in making the products for markets that Sibannac is going into now. Stellar's capabilities are very advanced and having the manufacturing and know-how in place already will save a lot of time and investment," said David Mersky, CEO of Sibannac.
Stellar Chemical Corp.
Michael Dipiero, the company's founder, has been in the industry for 23 years. Stellar Chemical Corp., based in Linden, New Jersey, is a chemical distributor that offers many industrial products, specializing in a large variety of items for laboratory use, pharmaceutical, personal care, food products, cosmetics, plastics, colorants, and nutrition. Stellar operates an FDA registered, Kof-K Kosher certified facility, and is shipping orders throughout the United States. The facility is also certified for and is currently manufacturing OTC drug products and Sibannac is engaged with a large-scale medical client to produce an OTC drug at this time.
The company is currently installing "gummy" manufacturing and filling equipment and is envisioned to produce and fill future orders generated by Sibannac. Stellar has over $1,000,000 of PP&E and $500,000 in capital expenditure in manufacturing equipment, alleviating Sibannac of a significant financial burden. Stellar excels in product formulation and custom flavoring blends, which will allow Sibannac to develop and manufacture proprietary gummy products as well as a full line of CBD-based goods. In addition, Sibannac is engaged with a leading CBD brand to develop and manufacture pet treats with complex formulations and Stellar is envisioned to provide the raw material to be used in that product line.
"We are excited to begin the merger process with David and his team. The synergy between both our companies makes this a perfect fit. Given Sibannac's growing customer base coupled with our ability to fulfill orders of all shapes and sizes, we see this acquisition as huge success for the Sibannac shareholders," said Michael DiPierro, CEO of Stellar Chemical Corp.
Among Stellar's manufacturing capabilities is beverage formulation and flavoring. Sibannac will work with Stellar's team to create and produce new beverage products for NOHO, focusing on the relaunch of the NOHO Shot and Gold Can. The clear advantage to NOHO is that it does not have to finance any capital expenditures for manufacturing equipment and will enjoy the benefit of Stellar and Sibannac's investment in these assets. This will allow NOHO to fill larger orders faster and create economy of scale without any direct investment. As NOHO is engaged in developing cutting-edge products like Kratom and Delta-8, the plan is to utilize both manufacturing facilities to achieve efficiencies. Stellar has prior experience in the Kratom market. NOHO is also developing an e-commerce solution for the sale of these products which are difficult to process through conventional credit card transactions. Detail on the solution will be forthcoming in a separate disclosure from the company directly.
The parties are engaging in a due diligence period for thirty days and will be issuing a $250,000 convertible note to Stellar as a break-up fee after the diligence period expires, but will be cancelled upon the successful closing of the transaction.
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 Noho, 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.
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