LOS ANGELES, Dec. 22, 2017 — Med-X, Inc. (“Med-X”) and Pacific Shore Holdings, Inc. (“PSH”) today announced that they have entered into a definitive merger and acquisition agreement (“Agreement”). Via the Agreement, Med-X, an ancillary cannabis company and a leader in cannabis media and cultivation services arena, will combine with PSH, a global green pest control company and Over the Counter (“OTC”) pharmacy products supplier. This business combination will create a leader in the development of commercial and consumer products, integrated pest management services and pain management solutions. The merger is expected to close during the first quarter of 2018.
To read the details of the transaction visit Med-X SEC 1-U Filing dated 12-21-17
Under the terms of the Agreement, PSH shareholders will tender two shares of common stock, in exchange for one share of Med-X common stock. The terms have been unanimously approved by both companies' Boards of Directors.
To facilitate this transaction, Med-X majority shareholder, President and COO Matthew Mills will surrender approximately 79% of his Med-X common stock ownership. This combined with the 10% outstanding Med-X shares owned by PSH will facilitate the exchange. Once this transaction is complete with all of the PSH shareholders, Med-X shareholders will not experience any dilution with their current holdings. Upon closing of the merger, Mr. Mills will then hold approximately 14% of the outstanding common stock of the combined company. Mr. Mills will remain in control of the combined company with the issuance of preferred stock which will have only voting share rights. This will allow senior management and the Board of Directors to maintain control of the company after the merger.
“The proposed combination of Med-X and PSH represents the next stage of our continued growth to become a global leader in green medicine technologies,” stated Dr. David E. Toomey, Chief Executive Officer, Med-X, Inc. “With its international and domestic distribution partnerships in place, PSH aligns with and enhances the Med-X cannabis platform and further positions all of our business divisions for global growth. Through this transaction, we will also expand our ability to further invest in or acquire other companies in the space, develop new innovative solutions for customers and increase shareholder value,” stated Dr. Toomey.
“We expect this transaction, combined with our growth plans for 2018 and beyond, to propel the combined company forward. It should also fuel our continued efforts with our Regulation A+ Crowdfunding initiative, which allows everyday Americans to participate with an investment of $420 for 700 shares in the company. This transaction should offer greater value to our shareholders, customers and employees as well open some doors within the investment banking community,” explains, Med-X, Inc. President and Chief Operating Officer, Matthew Mills.
Under the terms of the proposed transaction, the businesses of Med-X and PSH will be combined under Med-X which will retain the name, “Med-X, Inc.” Upon the closing of the transaction, the combined company is expected to maintain Med-X's legal domicile and headquarters in Canoga Park, CA.
The combined company brings together best-in-class product, technology and service capabilities across media, pest control, pain management, aromatherapy and essential oil manufacturing. As a leader in Green Medicine technologies, ultimately the combined company strives to help its customers achieve a higher quality of life with safe and responsible tools to do so. Sales will be conducted by various means including, international commercial distribution, OTC pharmacy retailers, ecommerce, and third-party service providers. The combination of Med-X and PSH creates immediate opportunities for near-term growth through enhancing the existing product lines and services to the growing legal cannabis market and cross-selling them through our currently established media network, in hopes to expand the global reach for the already established brands.
The newly merged company will also benefit by combining trade secrets and essential oil blending techniques for new products, advanced service solutions already proven effective in other industries, and value-added assets like patents, trademarks, intellectual properties and connectivity with mainstream distributors like Cardinal Health, Independence Medical, Target Specialty Products and Rentokil. As a result, the new company will be able to better partner with its customers inside the legal cannabis market to help improve their overall performance and operations, enhancing the experience for their own customers in areas such as health and wellness, potentially helping patients experience a better quality of life. In addition, the combined company will position a large licensed pest control network, of trained professionals ready to serve the expanding regulated global cannabis cultivation market.
Med-X is in the midst of a resurgence as a thought leader in the cannabis space, especially in regard to exposing certain blemished areas of the industry such as the widespread unregulated pesticide use by cultivators, and the dangerous health impacts of consuming products with high levels of synthetic chemicals. In continuing to expand industry awareness, the company announced in December of 2017, that it plans to scale up and continue expanding its media network division, The Marijuana Times to help promote industry leaders who deserve to be recognized for their hard work, and healthy contributions to the transforming legal cannabis industry.
PSH has transformed from a diversified holding company to a streamlined operating company with a focused and leading green products portfolio in pest control, pain management and healthy living manufacturing. PSH combines its best-in-class products with its first-class reputation and customer support. The company's core strengths include essential oil blending and manufacturing, advanced integrated pest management, pain management solutions as well as world-class branding and marketing.
Value for Shareholders
The Management Team of Med-X and PSH consist of the same Executive personnel. The Boards of Directors consist of the same members except for one director of PSH who will be joining the combined company's Board of Directors upon the closing. This positions the combined company to not miss a step in growing the overall business of the below mentioned divisions.
Prior to the closing, Unaudited Consolidated Pro-Forma Financials prepared by Management, which are subject to change due to the audit, are anticipated to reflect double digit revenue growth. Pro-Forma revenue grew on a consolidated basis of approximately $485,000.00 for fiscal year 2016 to approximately $590,000.00 for fiscal year 2017. In addition, the Pro-Forma consolidated balance sheet is estimated to reflect assets approaching the $2 million threshold. These factors seemingly position the combined company to continue to pursue entry into the public market. Currently the company Auditors (MJF & Associates, APC) for Med-X and PSH are conducting the required annual audits. Once the Audits are concluded, a consolidated Audit Report will be issued for the merged Company.
Upon the closing of the merger, the following divisions will be recognized under the combined companies, Med-X, Inc.'s portfolio:
Nature-Cide – Natural Insecticides / Pesticides developed and deployed in commercial pest control, janitorial, hospitality and agriculture including cannabis cultivation. Distributed globally by Target Specialty Products and Rentokil.
Nature-Cide Cultivation – Large scale, regulated cannabis cultivation and cultivation services and solutions in California.
Thermal-Aid – Natural heating and cooling modalities for pain management for the entire family. Distributed domestically by Cardinal Health and Independence Medical.
The Marijuana Times – Global digital media news network.
Maliblu Brands – Organic Cannabis & Hemp derived products developed for a variety of medical conditions, including but not limited to pain Management, PTSD and sleep disorders.
Home Spa Products – Aromatherapy spa products for personal use.
About Med-X, Inc.
Med-X, Inc. is a Nevada corporation formed in February 2014 to support the fast-paced emerging cannabis industry through such activities as compound identification and extraction of the identified cannabidiol (CBD) compounds for the present medical industry demand. The company's digital magazine, The Marijuana Times, publishes quality media content for the medical cannabis community to generate revenue from advertisers as well as sell industry related merchandise to consumers. The Company has been in product development for a number of years, and is ready to bring various products to market in the cannabis pain management, agricultural and ancillary services industries through manufacturing partnerships such as Nature-Cide. For more information regarding Med-X, Inc. and its divisions, please visit http://naturecidecannabis.com, https://www.marijuanatimes.org, www.medx-rx.com, email [email protected] or call 818-349-2870.
About Pacific Shore Holdings, Inc.
PSH produces various products like the scientifically proven all natural and effective Nature-Cide insecticides, pesticides and repellant products that evolved from its Nature-Cide Pest Management Service division. PSH is also known for its clinically proven Thermal-Aid hot and cold pain management modalities products, which also include the Thermal-Aid Zoo and the Thermal-Aid Headache Relief System. For more information about Pacific Shore Holdings, Inc. and its divisions, please visit Nature-Cide®, Thermal-Aid ® therapy packs, Thermal-Aid Zoo, Thermal-Aid Headache Relief System, www.pac-sh.com, email [email protected] or call 818-998-0996.
No Offer or Solicitation Securities
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Med-X, Inc. Cautionary Statement Regarding Forward Looking Statements
There may be statements in this communication that are, or could be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and, therefore, subject to risks and uncertainties, including, but not limited to, statements regarding Med-X, Inc. or the combined company's future financial position, sales, costs, earnings, cash flows, other measures of results of operations, capital expenditures or debt levels are forward-looking statements. Words such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “should,” “forecast,” “project” or “plan” or terms of similar meaning are also generally intended to identify forward-looking statements. Med-X, Inc. cautions that these statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond Med-X, Inc.'s control, that could cause Med-X, Inc. or the combined company's actual results to differ materially from those expressed or implied by such forward-looking statements. To learn more about the Risk factors, please review Med-X, Inc.'s Regulation A+ Offering Circular.
Contact Information: Med-X, Inc. 8236 Remmet Ave, Canoga Park, California 91304
Investors: [email protected]
Media: [email protected]
SOURCE Med-X, Inc.; Pacific Shore Holdings, Inc.
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