In the news release "Dizun Announces Closing of $750,000 Private Placement and Letter of Intent With Maitri Health for Reverse Takeover", issued 24-Jul-2020 by Dizun International Enterprises Inc. over CNW, we are advised by the company that in the previous version of the news release, under the terms of the reverse takeover ("RTO"), Dizun International Enterprises Inc.("Dizun") announced that as part of the RTO, the Maitri Health Corp. ("Maitri") Shareholders will receive an aggregate of 25,000,000 common shares of Dizun. The correct amount is 250,000,000 common shares of Dizun. The complete release follows:
Dizun Announces Closing of $750,000 Private Placement and Letter of Intent With Maitri Health for Reverse Takeover
VANCOUVER, BC, July 24, 2020 /CNW/ - Dizun International Enterprises Inc. (CSE: KDZ) ("Dizun" or the "Company") is pleased to announce the closing of a $750,000 non-brokered private placement (the "Private Placement") of units of the Company (each a "Unit") and that it has entered into a non-binding letter of intent (the "LOI") with Maitri Health Corp. ("Maitri") to complete a business combination by way of a reverse takeover (the "RTO") of Dizun by the shareholders of Maitri. Upon completion of the RTO, the combined entity (the "Resulting Issuer") will continue to carry on the business of Maitri. The closing of the RTO is subject to the receipt of all necessary approvals, including without limitation regulatory approval for the listing of the common shares of the Resulting Issuer (the "Resulting Issuer Shares") on the Canadian Securities Exchange (the "Exchange"). The LOI was negotiated at arm's length and is effective July 23, 2020.
Pursuant to the Private Placement, Dizun issued 30,000,000 Units at a price of $0.025 per Unit for aggregate gross proceeds of $750,000.
Each Unit consists of one common share in the capital of Dizun (a "Dizun Share") and one Dizun Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Dizun Share at an exercise price of $0.025 per share for a period of two years from the date of issuance.
The Private Placement is subject to the approval of the Exchange and the securities will be subject to a four-month hold period under securities laws.
In connection with the Private Placement, Dizun paid a cash finder's fee of $1,850 and issued 70,000 Finder's Warrants. The Finder's Warrants have the same terms as the Warrants and will be subject to a four-month hold period under securities laws.
Description of Maitri
Maitri is a coordinated global platform that delivers reliable, high quality health care supplies with transparent supply chains. The Covid-19 pandemic has exposed a need for a new way to manufacture and manage healthcare and PPE materials. Businesses need new protocols to keep workers safe and healthcare needs to equip first responders. Created by industry leaders, Maitri's mission is to bring a stable supply of materials to enable businesses and healthcare to function efficiently. Maitri is securing strategic on-shore manufacturing and licensing agreements. Clients of Maitri have a system that ensures medical supplies are available, reliable, consistent and sustainable. With advanced protocols for production, logistics, advanced technology and strict quality control, Maitri will ensure our global community is able to navigate every biomedical emergency. For further information, refer to Maitri's website at www.maitrihealth.ca.
Terms of the RTO
The RTO is expected to be completed by way of a share exchange between the shareholders of Maitri (the "Maitri Shareholders") and Dizun, following which the Resulting Issuer will continue the business of Maitri. In exchange for 100% of the issued and outstanding shares of Maitri (the "Maitri Shares"), the Maitri Shareholders will receive an aggregate of 250,000,000 Dizun Shares.
The Parties anticipate entering into a definitive amalgamation agreement (the "Definitive Agreement") by the end of August 2020, following the completion of satisfactory due diligence. The RTO constitutes an Arm's Length Transaction under the policies of the Exchange.
As of the date hereof, Dizun has 41,605,880 Dizun Shares outstanding, as well as an aggregate of 30,070,000 warrants.
As of the date hereof, Maitri has 25,000,000 Maitri Shares outstanding and no convertible securities.
Management and Directors of the Resulting Issuer
When the RTO is completed, it is anticipated that the board of directors of the Resulting Issuer shall be reconstituted to consist of such directors as Maitri shall determine, and each of the officers of Dizun shall resign and be replaced with officers appointed by the new board of directors.
It is anticipated that the directors of the Resulting Issuer will be Sav DiPasquale, Tony Clement, Dr. Solomon (Sam) Pillersdorf and Gavin Cooper, and the officers will be Andrew Morton and Marlis Yassin.
Sav DiPasquale: Board ChairMr. DiPasquale is a senior executive with over 30 years of experience in the pharmaceutical, biotechnology and transportation industries, and he is currently President of the Canadian Pharmaceutical Distribution Network ("CPDN"). At CPDN, Mr. DiPasquale is responsible for overall operations, including the development and implementation of strategies to grow the organization's membership and extend its unique service offering. Previously Mr. DiPasquale spent almost seventeen years at Glaxo Smith Kline in various senior positions, including VP Business Development and CIO.
Tony Clement: DirectorMr. Clement is a former Canadian federal politician and former Member of Parliament. Mr. Clement served as an Ontario cabinet minister, including as Federal Minister of Health and Long-Term Care as well as President of the Treasury.
Dr. Solomon (Sam) Pillersdorf: DirectorDr. Pillersdorf has been involved in the mining sector for over 10 years, including funding start-up mining companies and sourcing and funding resource claims. Dr. Pillersdorf was Head of Rheumatology Outpatients and Head of Rheumatology training at the McMaster University Medical Center.
Gavin Cooper: DirectorMr. Cooper is a Chartered Accountant with extensive experience in all aspects of corporate and financial management. For the past 35 years, Mr. Cooper has been providing strategic and financial advice and corporate administration services, and has held senior positions with a number of public and private companies with local and international operations
Andrew Morton: CEO and DirectorMr. Morton is a seasoned global technology executive with a track record of successfully building and running innovative companies. Mr. Morton was SVP Global Sales for Zodiac Interactive, a private equity held software company focused on advanced software for Tier 1 Cable and Telecom providers. He headed up Broadband TV for Entone where he launched successful operations on multiple continents. Entone was acquired by Amino Communications (LON: AMO) where he served for several years post transaction on the senior executive team. Earlier in his career, Mr. Morton co-launched global operations for Comtrend Corporation, a leader in telecom hardware and software.
Marlis Yassin: CFO and Corporate SecretaryMs. Yassin is a CPA, CA with over 15 years experience working with publicly listed companies. She has held finance management positions at various public companies, including an international industrial products company and mid-tier mining companies. Ms. Yassin gained extensive experience through her client engagements at Deloitte providing reporting, advisory and assurance services to publicly traded companies, primarily in the natural resources sector.
Conditions to the RTO
The RTO is subject to the satisfaction of customary closing conditions, including as follows:
each of Dizun and Maitri obtaining any requisite director and shareholder approvals;
the completion of due diligence investigations to the satisfaction of each of Dizun and Maitri;
Dizun and Maitri entering into the Definitive Agreement; and
all requisite regulatory and stock exchange approvals relating to the RTO and Exchange approval for the listing of the Resulting Issuer Shares having been obtained.
Additional Information Regarding the RTO
The RTO will constitute a change of business under the rules of the Exchange. The final legal structure for the RTO will be determined after the parties have considered all applicable tax, securities law and accounting efficiencies.
Dizun and Maitri expect to complete the RTO in the fall of 2020.
On behalf of the Board,
Dizun International Enterprises Inc.
Hani Zabaneh, Director and CEO
Completion of the RTO is subject to a number of conditions, including but not limited to, Exchange acceptance. The RTO cannot close until the required shareholder approvals are obtained. There can be no assurance that the RTO 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 Dizun should be considered highly speculative. The Canadian Securities Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepts responsibility for the adequacy or accuracy of this news release.
All information contained in this press release with respect to Dizun and Maitri was supplied by the parties respectively for inclusion herein, and each party and its directors and officers have relied entirely on the other party for any information concerning the other party. Dizun has not conducted due diligence on the information provided by Maitri and does not assume any responsibility for the accuracy or completeness of such information.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities described herein in the United States. The securities 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This press release contains certain forward-looking statements that reflect the current views and/or expectations of management of Dizun and Maitri, respectively, with respect to performance, business and future events, including but not limited to express or implied statements and assumptions regarding the intention of Dizun and Maitri to negotiate for or complete the RTO, the change of directors, as proposed or at all. Forward-looking statements are based on the current expectations, beliefs, assumptions, estimates and forecasts about the business and the industry and markets in which Dizun and Maitri operate. Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, which are difficult to predict. In particular, there is no guarantee that the parties will successfully negotiate and enter into the Definitive Agreement or complete the RTO contemplated herein; that the due diligence of Dizun and/or Maitri will be satisfactory; or that Dizun and Maitri will obtain any required shareholder or regulatory approvals, including the listing of the Resulting Issuer Shares on the Exchange. Accordingly, readers should not place undue reliance on forward-looking statements and information herein, which are qualified in their entirety by this cautionary statement. Neither Dizun nor Maitri undertakes any obligation to release publicly any revisions for updating any voluntary forward-looking statements, except as required by applicable securities law.
SOURCE Dizun International Enterprises Inc.
Retail monthly sales in the country advanced for the fourth consecutive month in August
Spain is set to approve the extension of furlough scheme until January 31
Inditex and Telefonica seem well-positioned to outperform the rest of the market in the short-term
After logging the lowest levels recorded since 2003, the Spanish benchmark index IBEX35 recovered nearly 40% of losses in June. However, the rebound has proved to be unsustainable so far, with IBEX35 rotating lower again on slower-than-planned recovery.
Fundamental analysis: Slower recovery
EU-harmonised consumer prices in Spain slipped by 0.6% year-over-year in September, according to flash data provided by the National Statistics Institute (INE) on Tuesday, recording the same drop of 0.6% from last month.
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Data also showed that Spanish national consumer price index dropped by 0.4% this month on a yearly basis, as opposed to a 0.5% drop in August. Retail monthly sales in the country advanced for the fourth consecutive month in August, the INE announced, but still down from its pre-lockdown figures.
In August, retail sales jumped by 1.8% month-over-month, following a 1.2% surge in July and a strong rebound in May in June after Spain eased its lockdown measures. However, calendar-adjusted sales were 2.4% down compared to year-ago levels, up from a 3.9% fall recorded in July and far better than the double-digit drops registered between March and May.
Sales at major chain retailers advanced 2.3% year-on-year, while other shopping areas stayed in the red. Consumer sales recorded a sharp rebound since April, when the Spanish government imposed one of the most rigorous lockdowns in Europe, resulting in a 31.6% year-over-year decline in retail sales.
Still, the recovery results were different from region to region. Regions that mostly rely on tourism including the Balearic and Canary Islands continued to strive, recording year-on-year retail sales slumps of 15.3% and 14.2%, respectively, the INE reported.
In August, demand within all product sectors including furniture and appliances, marked the best recovery results, with sales in that month climbing by 5.9% compared to July levels. Furniture makers saw a particularly sharp rise in demand after the lockdown in June.
Spain is set to reiterate its outlook for economic contraction in 2020 in the range of 10% and 11%, compared to a previous forecast of 9.2% released in May, newswire Europa Press reported Sunday, according to sources from the government.
Spain will provide an updated GDP forecast in 2020 in early October and is also expected to widen its budget deficit target, compared to the 10.3% of GDP target announced in May, the newspaper said.
The country’s economy shrank by a record 17.8% in Q2 in comparison with the previous quarter and 21.5% down compared with the same quarter a year ago.
Furlough scheme to be extended
Spain is expected to approve the extension of furlough scheme that helps hundreds of thousands of Spanish workers until January 31.
As a fresh surge in coronavirus cases continues to batter the Spanish economy, the government has struck a deal with labour unions for an extension of the ERTE scheme, however, it still needs more support from representatives of businesses, the sources said.
Although the top businessman organization in Spain, CEOE, still hasn’t approved the agreement, the cabinet is expected to authorize the extension of the scheme that will expire on Wednesday.
The ERTE scheme has been supporting millions of Spaniards since mid-March, when the government enforced the lockdown to fight the coronavirus-induced crisis.
2 attractive stocks to buy in October
Given the scale of the pandemic-fueled recession, it is advised to focus on the bigger companies as they are usually better equipped to withstand the financial pressure. To this end, we present 2 stocks that are good investment options at the current valuation levels. Learn more about how to choose winning stocks.
Telefonica (BME: TEF) seems like a good pick on the back of the 5G network rollout. The telecommunications giant noted it expects around three-quarters of the total population to have access to its next-gen mobile internet before the start of the next year.
Telefonica stock monthly chart (TradingView)
“Spain will reap great benefits. 5G constitutes not only a new generation of mobile telephony, but it’s also a revolution in terms of its practical applications for all the sectors, and because it allows the extension of ultra-broadband coverage to rural areas, many of them depopulated,” said the President of Telefonica Maria Alvarez-Pallete.
The company has a strong balance sheet after it sold its British unit O2 Telecom to Hutchinson-owned Three UK in May for £9.40 billion. In Germany, its Telefonica Deutschland signed an agreement with Telxius worth nearly £1.3 billion.
Telefonica stock price hit an all-time low at €2.85 per share this week. The stock is well-positioned to gain immensely once a more meaningful recovery takes place. The buyers will target €6.60 as a key target on the upside. This translates into an upside of over 130% from the current levels.
Inditex (BME: ITX), the Zara-owner and one of the world’s largest fashion retail companies, has enjoyed a great second half of the year so far. Nearly all stores (98%) had reopened following the lockdown, enough to report a second-quarter net profit of €214 million.
Inditex stock daily chart (TradingView)
It is worth noting that the company spent over €308 million to integrate its stores and online platforms. This will make the retail giant better prepared for the transformation towards e-commerce and digital sales.
Inditex share price trades over 25% lower since the beginning of the year. A return to 200-MMA at €26.47 signals an upside of nearly 12%. Levels above the €30 mark remain a key target for the bulls.
Retail monthly sales in Spain climbed for the four month in a row, but still shy from its pre-lockdown figures. Still, the recovery is taking place and Inditex and Telefonica seem well-positioned to outperform the rest of the market in the short-term.