Delta Corp Holdings Limited, a Fast Growing Asset-Light Logistics Company Enters into a Definitive Merger and Share Exchange Agreement with Kaival Brands Innovations Group, Inc.

Core Insights - The proposed business combination between Kaival Brands and Delta Corp Holdings Limited aims to create a public company focused on Bulk & Energy logistics, fuel supply, commodities, and asset management services, utilizing an asset-light business model [1][3] - Delta has a strong multinational presence, facilitating global trade in energy, raw materials, and agricultural products, with reported revenue exceeding $619 million for the fiscal year ending December 31, 2023 [1][4] - The transaction is set to occur at a 359% premium to Kaival Brands' current stock price, resulting in an implied share price of $2.66 [1][7] Company Overview - Delta operates as a fully integrated global business engaged in logistics, fuel supply, and asset management, primarily serving international supply chains for commodity, energy, and capital goods producers [4][15] - The company has been operational since 2019 and employs over 400 personnel across 16 countries, establishing a significant global footprint [4][15] - Delta's business model is asset-light, relying on technology, customer relationships, and differentiated service offerings to drive growth and profitability [5][6] Management and Leadership - The combined company will continue under Delta's management team, led by CEO Mudit Paliwal, Non-Executive Chairman Peter Shaerf, and CFO Joseph Nelson, with Kaival Brands as a wholly owned subsidiary [2][3] - Delta's leadership emphasizes a commitment to innovation and customer solutions, positioning the company for robust growth in public markets [3][5] Transaction Details - The business combination will be structured through a holding company, with Kaival Brands and Delta becoming wholly-owned subsidiaries of the newly formed Pubco [7][10] - Kaival Brands shareholders will receive one ordinary share of Pubco for each share they own, while Delta shareholders will exchange their shares for $270 million in ordinary shares of Pubco at the implied value of $2.66 per share [7][10] - Following the transaction, Kaival Brands shareholders are expected to own approximately 10.30% of Pubco, while Delta shareholders will hold about 89.70% [7][10] Financial Provisions - The definitive agreement includes an earnout provision for Delta shareholders, potentially granting an additional $30 million in ordinary shares of Pubco if the combined company achieves specified revenue and EBITDA or net income targets for the fiscal year ending December 31, 2025 [8][9]