Toronto, Ontario--(Newsfile Corp. - September 13, 2018) - World Wide Inc. ("World Wide" or the "Company") is pleased to announce that it has entered into a non-binding letter of intent (the "LOI") dated August 30, 2018 with Rhode Island-based Abacus Health Products, Inc. ("Abacus") whereby the parties will complete a business combination by way of a transaction that will constitute a reverse takeover of the Company by Abacus (the "Transaction"). Pursuant to the Transaction, the Company will apply to list on the Canadian Securities Exchange (the "CSE").
The resulting issuer that will exist upon completion of the Transaction (the "Resulting Issuer") will change its business to the development, production and sale of CBD infused topical pain relief products. The final structure of the Transaction will be determined by the parties following receipt of tax, corporate and securities law advice. The Transaction is an arm's length transaction.
Description of Abacus and its Business
Abacus develops, manufactures and sells a series of OTC FDA registered products using CBD, a non-psychoactive ingredient derived from cannabis. Its first family of products, CBD-Medic and CBD-Clinic, are aimed at the rapidly growing market for topical pain relief and are based on proprietary patent-pending technologies developed by Abacus. Abacus is developing a pipeline of other CBD products addressing additional medical indications and health and wellness segments. Abacus' products are distributed across the United States
World Wide Shareholder Meeting
Prior to the closing of the Transaction (the "Closing"), World Wide will call a meeting of its shareholders for the purpose of approving, among other matters (collectively, the "World Wide Meeting Matters"):
- a change of name of the Company to "Abacus Health Products Inc." or such other name as is directed by Abacus and acceptable to applicable regulatory authorities effective upon Closing;
- the consolidation of its shares based upon a ratio to be determined;
- the creation of a new class of securities to be called "proportionate voting shares" which will have the right to 100 votes per share;
- an amendment to its articles of incorporation to remove its authorized class of the Special Shares, of which there are presently none outstanding;
- the approval of a new stock option plan to be effective upon Closing;
- the election of a slate of directors appointed by Abacus, which elections will be effective upon Closing;
- the appointment of a new auditor; and
- if required by governing regulatory bodies, the approval of the Transaction.
The Transaction is an arm's length transaction. World Wide will, however, prepare and file with the CSE a CSE Form 2A listing statement or other principal disclosure document (the "Listing Statement") providing comprehensive disclosure on Abacus and the Transaction in connection with the CSE listing.
Management of the Resulting Issuer
Upon closing of the Transaction, all of World Wide's current directors and executive officers will resign and the board of directors of the Resulting Issuer will, subject to the approval of governing regulatory bodies, consist of between 3 and 7 directors, each of which shall be appointed by Abacus in its sole discretion. All of the executive officers shall be replaced by nominees of Abacus, all in a manner that complies with the requirements of governing regulatory bodies and applicable securities and corporate laws.
Details of insiders and proposed directors and officers of the Resulting Issuer will be disclosed in a further news release.
Closing Conditions
The completion of the Transaction is subject to a number of conditions, including but not limited to the following:
- the execution of a definitive agreement;
- completion of mutually satisfactory due diligence;
- completion of the World Wide Meeting Matters; and
- receipt of all required regulatory, corporate and third party approvals, including approvals by governing regulatory bodies, the shareholders of World Wide, applicable governmental authorities, and the fulfilment of all applicable regulatory requirements and conditions necessary to complete the Transaction.
Further information
Further details about the Transaction and the Resulting Issuer will be provided in a comprehensive news release when the parties enter into the definitive agreement.
Investors are cautioned that any information released or received with respect to the Transaction in this press release may not be complete and should not be relied upon. Trading in the common shares of the Company should be considered highly speculative.
The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Completion of the Transaction is subject to a number of conditions, including but not limited to, CSE acceptance and if applicable, disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or Listing Statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of World Wide should be considered highly speculative.
Neither the Canadian Securities Exchange (the "CSE") nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
About World Wide Inc.
World Wide Inc. previously operated as a mineral exploration company but presently has no current activities or operations.
Cautionary Statements Regarding Forward Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions. Any such forward-looking statements may be identified by words such as "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Readers are cautioned not to place undue reliance on forward-looking statements. Statements about, among other things, the expected terms of the Transaction, the number of securities of World Wide that may be issued in connection with the Transaction, shareholder approval, Abacus' strategic plans and the parties' ability to satisfy closing conditions and receive necessary approvals are all forward-looking information. These statements should not be read as guarantees of future performance or results. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from those implied by such statements. Although such statements are based on management's reasonable assumptions, there can be no assurance that the Transaction will occur or that, if the Transaction does occur, it will be completed on the terms described above. World Wide and Abacus assume no responsibility to update or revise forward-looking information to reflect new events or circumstances unless required by applicable law.
For more information, please contact:
World Wide Inc.
Yaron Conforti, CEO and Director
Telephone: (416) 716-8181
Abacus Health Products, Inc.
Perry Antelman, Chief Executive Officer
E-mail: perry@abacushp.com
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
