Superlatus Signs Definitive $225M Merger Agreement onto Nasdaq

This article originally appeared on Globe Newswire.

NEW YORK, June 30, 2023 (GLOBE NEWSWIRE) -- Superlatus, Inc. (“Superlatus”), a U.S.-based holding company of food products and distribution capabilities, announced today that it has signed a definitive agreement to be acquired by TRxADE HEALTH, Inc. (NASDAQ:MEDS) (“TRxADE”), a pharmaceutical exchange platform provider (the “Merger”).

Upon closing of the Merger, shareholders of Superlatus will receive an aggregate of 173,463 shares of MEDS stock, which will be comprised of (i) 136,436 shares of MEDS common stock, representing 19.99% of the total issued and outstanding MEDS common stock at the closing of the Merger, and (ii) 37,027 shares of a new class of MEDS non-voting convertible preferred stock with a conversion ratio of 100 to one, multiplied by such shareholder’s pro rata percentage ownership. In addition, MEDS plans to divest its existing operating business and assets shortly after the Merger.

The Merger is subject to customary closing conditions including completion of due diligence, delivery of audited financials, approval of a continued listing by Nasdaq and completion of any regulatory approvals.

Other significant closing conditions include the acquisition by Superlatus of Prestige Farms, Inc., (“Prestige”) a poultry processing business, and Sapientia, Inc. (“Sapientia”), a food tech business led by Dr. Eugenio Bortone, one of the world’s most preeminent food scientists, extrusion processing experts, and inventor of Frito-Lay’s Twisted Cheetos. A related closing condition to the Merger is completion of a valuation report for Superlatus following the acquisition of Sapientia and Prestige reflecting a value of at least $225,000,000.

After the Merger, the combined company will focus it business strategy on utilizing the competitive advantages of each of the separate businesses to create an innovative global consolidation platform for the food and healthy snack industry with the latest generation of delicious, high nutrition, high taste and texture plant-based foods and snacks. The other planned products include plant-based meats and plant-based meat snacks, plant-based dairy milks and yogurts, and pulse-based “puffed/twisted” snack foods, prioritizing high protein, low fat, nutritious products with delicious taste and texture, for both humans and pets.

According to Statista & Grand View Research, the global food and snack market remains dynamic with substantial opportunities for expansion and growth. The global health snack food market was $90.6 billion in 2022 and is expected to reach $152.5 billion by 2030 a CAGR of 6.6% year-over-year driven by the increasing number of health-conscious consumers and the increasing development in the supply chain of products.

Superlatus’ interim CEO, Tim Alford, commented: “We are pleased to make this announcement as the combination of these two entities will allow us to unlock each of their individual synergies and competitive advantages to successfully form a global consolidation platform for the dynamic and growing food and healthy snack market. Additionally, this powerful merger will lay the foundation for substantial market share gains and provide us with tremendous opportunities for accretive acquisitions to grow revenues, expand margins, and enhance profitability.”

The Board of Directors of both companies have unanimously approved the Merger which is expected to close in late third quarter or early fourth quarter of 2023.

About Superlatus, Inc.

Superlatus is a diversified food technology company with distribution capabilities. We scale food innovation and transformational change to our food systems to optimize food security and population health via innovative CPG products, agritech, foodtech, plant-based proteins and alt-proteins. We provide industry-leading processing and forming technologies that create high nutrition, high taste, and textured foods. Our management team consists of world-class food executives with an unparalleled understanding of technology and taste. For more information on Superlatus, please visit Superlatus’ website at https://www.superlatusfoods.com.

About TRxADE HEALTH, INC.

TRxADE HEALTH (NASDAQ: MEDS) is a health services IT company focused on digitalizing the retail pharmacy experience by optimizing drug procurement, the prescription journey and patient engagement in the U.S. The Company operates the TRxADE drug procurement marketplace serving approximately 14,500+ members nationwide, fostering price transparency and under the Bonum Health brand, offering patient centric telehealth services. For more information on TRxADE HEALTH, please visit the Company’s IR website at investors.trxadegroup.com.