Freehold, N.J, Aug. 15, 2018 (GLOBE NEWSWIRE) -- Jensyn Acquisition Corp. (NASDAQ:JSYN) (“Jensyn” or the “Company”), a company formed for the purpose of entering into a merger, share exchange, asset acquisition or other similar business combination with one or more businesses or entities, today announced that it has signed a definitive agreement to enter into a business combination with Oneness Global, an e-commerce company based in China that operates under the name “HEFA Global.”
At the closing of the business combination, the stockholders of HEFA Global will exchange their shares in HEFA Global for shares of Jensyn common stock representing approximately 85% of Jensyn’s outstanding shares after giving effect to the business combination, subject to adjustment based upon, among other things, HEFA Global’s net cash and net working capital, the amount of Jensyn transaction expenses paid by HEFA, the number of shares of Jensyn common stock issued in satisfaction of certain obligations and the amount paid by Jensyn from its trust account to pay expenses.
The closing of the business combination is subject to a number of conditions, including the approval of Jensyn’s stockholders.
The senior management of HEFA Global will replace Jensyn’s existing management team following the closing of the business combination.
About HEFA Global
HEFA Global is an e-commerce company based in China that has developed a "shared and collaborative commerce" platform with a focus on wellness, health and beauty products and hotel booking and shared rentals. HEFAs Global’s mobile platform offers a comprehensive selection of attractively priced merchandise and features a dynamic social shopping experience that leverages social networks as an effective and efficient tool for buyer and merchant acquisition and engagement in an eco-system. Its business model enables its Registered Merchant (RM) networks to become powerful distribution channels for its products and services through their direct sales and social media networks. As a result of its innovative business model, HEFA Global has been able to quickly expand its buyer base and establish brand recognition and market position.
HEFA Global has pioneered an innovative "shared and collaborative commerce" model whereby consumers create product demands to the manufacturers on the HEFA Global platform. Consumers are encouraged to share product information on such social networks, and invite their friends, family and social contacts to join HEFA Global’s "shared and collaborative commerce" platform and register RM merchants. Buyers and merchants on the platform actively introduce HEFA Global to, and share products offered on the platform and their shopping experiences with, their friends, family and social contacts. New buyers and merchants in turn refer the HEFA Global platform to their broader family and social networks, generating low-cost organic traffic and active interactions and leading to exponential growth of HEFA Global’s buyer and merchant base. HEFA Global has developed its own proprietary technology infrastructure that seamlessly connects its platform with buyers and merchants and supports its business growth.
About Jensyn Acquisition Corp.
Jensyn Acquisition Corp. is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.
This press release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United Stated Private Securities Litigation Reform Act of 1995. Forward-looking statements are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Words such as “expects”, “believes”, “anticipates”, “intends”, “estimates”, “seeks” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements with respect to revenues, earnings, performance, strategies, prospects and other aspects of the businesses of Jensyn, HEFA Global and the combined company after completion of the proposed business combination, are based on current expectations that are subject to risks and uncertainties. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. These factors include, but are not limited to: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement relating to the proposed business combination; (2) the outcome of any legal proceedings that may be instituted against Jensyn, HEFA Global or others following announcement of the business combination agreement and transactions contemplated therein; (3) the inability to complete the transactions contemplated by the business combination agreement due to the failure to obtain approval of the stockholders of Jensyn or other conditions to closing in the business combination agreement; (4) delays in obtaining, adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regulatory reviews required to complete the transactions contemplated by the business combination agreement; (5) the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; (6) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with suppliers and obtain adequate supply of products and retain its key employees; (7) costs related to the proposed business combination; (8) changes in applicable laws or regulations; (9) the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors and not achieve projected results; and (10) other risks and uncertainties indicated from time to time in the proxy statements relating to the proposed business combination, including those under “Risk Factors” therein, and other filings with the United States Securities and Exchange Commission (“SEC”) by Jensyn. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and Jensyn and HEFA Global undertake no obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Additional Information about the Business Combination and Where to Find It
In connection with the proposed business combination, Jensyn intends to file with the SEC a preliminary proxy statement. When completed, Jensyn will mail a definitive proxy statement and other relevant documents to its stockholders in connection with its solicitation of proxies for the special meeting of stockholders to be held to approve the proposed business combination and related transactions. This press release does not contain all the information that should be considered concerning the proposed business combination. It is not intended to provide the basis for any investment decision or any other decision in respect to the proposed business combination. Jensyn stockholders and other interested persons are advised to read, when available, the preliminary proxy statement, the amendments thereto, and the definitive proxy statement in connection with Jensyn’s solicitation of proxies for the special meeting to be held to approve the proposed business combination, as these materials will contain important information about HEFA Global, Jensyn and the proposed business combination. The definitive proxy statement will be mailed to stockholders of Jensyn as of a record date to be established for voting on the business combination agreement and related transactions. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SEC’s Internet site at http://www.sec.gov, or by directing a request to: Jensyn Acquisition Corp., 800 West Main Street, Suite 204, Freehold, New Jersey 07728, attention: Jeffrey J. Raymond, 1-888-536-7965.
Jensyn and its directors and executive officers and HEFA Global and its stockholders and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Jensyn in connection with the proposed business combination. Information regarding the special interests of these directors, members and executive officers in the business combination will be included in the proxy statement referred to above. Additional information regarding the directors and executive officers of Jensyn is also included in the Annual Report on Form 10-K for the year ended December 31, 2017, which is available free of charge at the SEC web site (www.sec.gov) and at the address described above and will also be contained in the definitive proxy statement for the proposed business combination) when available.
Source:Jensyn Acquisition Corp.