お知らせ • Jun 28
Safety Shot, Inc. (NasdaqCM:SHOT) completed the acquisition Yerbaé Brands Corp. (TSXV:YERB.U).
Safety Shot, Inc. (NasdaqCM:SHOT) entered into a definitive arrangement agreement to acquire Yerbaé Brands Corp. (TSXV:YERB.U) for $14.5 million on January 7, 2025. Under the terms of the Arrangement Agreement, SHOT will acquire all of the issued and outstanding Yerbaé Shares, with each holder of Yerbaé Shares expected to receive 0.2918 of a SHOT Share for each Yerbaé Share held. Post closing of the Transaction, SHOT shareholders are expected to own approximately 75.8% and former holders of the Yerbaé Shares are expected to own approximately 24.2% of the combined company. Upon closing of the Transaction, Yerbaé Shares will cease to be listed on the TSXV. Safety Shot’s existing management team will continue to lead the company, with Yerbaé’s leadership team assuming secondary management roles. Todd Gibson, Yerbaé CEO, will join SHOT board of directors and continue as Yerbaé's CEO. In case of termination of transaction, SHOT will pay a termination fee of $0.50 million and Yerbaé will pay a termination fee of $1.75 million.
The transaction is subject to satisfying certain customary closing conditions, including: (i) the receipt of approvals from both SHOT’s and Yerbaé’s shareholders; (ii) the issuance of interim and final orders by the Supreme Court of British Columbia; (iii) the obtainment of any regulatory approvals required in connection with the transaction; (iv) the approval by the TSX Venture Exchange; (v) the approval of the listing of the SHOT Shares by Nasdaq; (vi) the exemption of the issuance of the SHOT Shares from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(10) thereof; and (vii) Yerbaé Shareholders have not validly exercised and not withdrawn Dissent Rights with respect to more than 5% of the Yerbaé Shares then outstanding. The Transaction has been unanimously approved by the boards of directors of Yerbaé and SHOT. The Transaction is expected to close in the second quarter of 2025. As of May 6, 2025 special meeting of shareholders of Yerbaé Brands Corp and special meeting of the stockholders of Safety Shot, Inc will take place on June 12, 2025. As on June 13, 2025, the transaction has been approved by the Safety Shot shareholders and completion of merger is expected to occur next week. The combined company will continue to operate under the name Safety Shot, Inc., and its common stock will continue to trade on The Nasdaq Capital Market under the ticker symbol “SHOT”. As of June 20, 2025, the transaction is expected to close in the week of June 23, 2025. On April 30, 2025, obtained an interim order from the British Columbia Supreme Court.
Evans & Evans, Inc. acted as fairness opinion provider for Yerbaé Brands Corp. Virgil Hlus and Alex Farkas of Cozen O’Connor LLP are serving as legal counsel to Yerbaé. Maxim Group LLC is serving as the exclusive financial advisor to SHOT in connection with the merger. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. are serving as legal counsel to SHOT in connection with the merger. Newbridge Securities Corporation acted as fairness opinion provider for SHOT. Kenneth Koch, Eric Foster and Ivan Presant of Mintz LLP and Scott P. Barlow of Law Office of Scott P. Barlow, a Professional Corporation acted as legal advisors to SHOT.
Safety Shot, Inc. (NasdaqCM:SHOT) completed the acquisition Yerbaé Brands Corp. (TSXV:YERB.U) on June 27, 2025.