Vending

Coffee Holding to merge with Delta Corp Holdings

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September 30, 2022

Coffee Holding Co. Inc., a publicly traded wholesale coffee roaster and dealer, and Delta Corp Holdings Limited, a privately held holding company for global businesses engaged in bulk and energy logistics, fuel supply, commodities and asset management, have agreed to merge, according to a press release.

The companies will each become wholly owned subsidiaries of a newly created holding company incorporated under the laws of the Cayman Islands, Delta Corp Holdings Limited, known as Pubco. The closing of the transactions is subject to the approval of the shareholders of Coffee Holding and the approval of the listing of the shares of Pubco on the Nasdaq Stock Market. Delta shareholders will become the majority shareholders of Pubco.

Following closing of the transactions, which the parties expect will occur in the first quarter of 2023, the combined company will continue under Pubco and expects to trade on Nasdaq under the ticker symbol "DLOG." The combined company will continue to operate under the Delta management team led by Mudit Paliwal, chief executive officer and founder; Peter Shaerf, non-executive chairman; and Joseph Nelson, chief financial officer. Coffee Holding, as a wholly owned subsidiary of Pubco, will continue to operate under the leadership of Andrew Gordon, currently its president and chief executive officer.

Under the agreement, shareholders of Coffee Holding will receive one ordinary share of Pubco for each share of Coffee Holdings common stock they own and Delta shareholders will exchange their shares of Delta for $625 million in ordinary shares of Pubco, subject to certain adjustments, at an implied diluted value per share of $5.50.

The shareholders of Delta are anticipated to collectively own approximately 95.21% of the outstanding ordinary shares of Pubco and Coffee Holding shareholders immediately prior to the closing of the transaction are anticipated to collectively own approximately 4.79% of the outstanding ordinary shares of Pubco on a diluted basis, which ownership percentages may be subject to certain adjustments.