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Henry Fahman, Chairman and CEO of PHI Group, joined Milost Advisors and the TARGET’s senior management last week in Johannesburg, South Africa to review major aspects of the target company’s overall operations including corporate governance, corporate finance, portfolio companies, discontinued operations, legal proceedings, SHERQ management system (Safety, Health, Environment, Risk and Quality) and site visits and also discussed potential post-acquisition initiatives that may substantially enhance value for the TARGET.
The entire due diligence process is expected to be completed next week and the transaction is scheduled to close in September 2016.
The TARGET is a leading company in the natural resource and construction material space in South Africa with average annual revenues of approximately $70 million during the last two years.
On another note, during Henry Fahman’s visit to South Africa, PHI Group also signed a Memorandum of Understanding to acquire majority interest in another company that has diamond mining rights in Kimberly, South Africa. The consummation of the diamond-mining project is subject to further due diligence and feasibility study.
Nozipho Mnyandu, Senior Analyst at Milost Advisors in Johannesburg, commented: “We are delighted in advising PHI Group as they venture into their first South African transaction and meeting Henry last week during the site visit was also invigorating. Furthermore, the Milost Advisors team is pleased to announce the near completion of the due diligence review process.”
Bonisile Mtsweni, Vice President at Milost Advisors in Johannesburg, concurred: "We're pleased to have undergone the site visit with Henry and working with a leader of Henry's caliber has been an extremely rewarding experience. The due diligence process has been very enlightening and we expect to complete rather soon. This venture will be PHI's first venture in South Africa and as Milost Advisors, it is our pleasure to be part of this journey."
M & A-Transaktionen wohl sehr aktiv. Neben dem Südafrika Deal haben sie wohl mehrere in der Pipeline mit Finanzierung abzuschließen.
Denke könnte sehr interessante Wochen werden.
Einfach mal im Auge behalten....
PHIL recently partnered with Milost Advisers, Inc., a global investment banking firm, to counsel the company on strategic alternatives, and also recently agreed to form a Special Purpose Entity (SPE) with Milost Global, Inc. to carry out buyouts of revenue-generating companies. Both of these partnerships are pivotal because the company is hoping to seal the deal on three major acquisitions that could qualify PHIL to uplist to a senior exchange.
In June 2016, a Letter of Intent was signed to acquire 100% of a wood pellet manufacturing company that brought in $19.2 million in revenue for FY2014 and $12.4 million in revenue for FY 2015. The 36,000 sq.ft. plant and storage facility sits on 18 acres of land in the Southeastern part of the United States and produces 100,000 MT/year. In July 2016, Phi Group signed a Purchase and Sale Agreement for 50.90% equity ownership of a Liquid Petroleum Gas (LPG) distribution and service company in Southeast Asia. The target company could potentially bring in more consolidated revenues and bottom lines for PHIL, however, further details of the target company and the acquisition are kept under wraps until the deal closes in December 2016, or no later than March 31, 2017.
In South Africa, an acquisition for a company that has average revenues of approximately $70 million for FY 2014 and FY 2015 is going very well for PHIL. The company they are acquiring is a leading company in the natural resource and construction material space. Milost Advisors is conducting due diligence and the acquisition is expected to close in September 2016.
On the Stock Day Radio Show, Henry Fahman said, “We’re very careful. We don’t go out and issue shares and buy out opportunities just to do it. We make sure it’s lucrative to the bottom line and to net earnings for our company.” What’s most impressive in this movement is that these acquisitions are cash transactions, which is a great achievement by PHIL and Milost Advisors, as shareholders do not have to worry about their stock diluting.
To strengthen the company by acquiring already successful companies without hurting their shareholders and stakeholders is a smart and responsible move by PHIL and one that will certainly turn the leaf for the company. The closing of any one of these acquisitions will not only open the door for many more opportunities for Phi Group Inc., but it will also qualify the company to uplist to a senior exchange.
NEW YORK, Aug. 31, 2016 (GLOBE NEWSWIRE) -- PHI Group (www.phiglobal.com) (OTC Markets:PHIL), a U.S. diversified holding company engaged in mergers and acquisitions announced today that the Company has obtained a $15 million secured line of credit facility for acquisition financing from TCA Global Fund, a U.S. institutional fund.
Henry Fahman, Chairman and CEO of PHI Group, Inc., said, “Access to this credit facility will facilitate the Company’s ability to carry out its acquisition program of smaller targets in North America, especially to consummate an imminent transaction in the agricultural business in Northeastern U.S. We believe that the leverage that this facility affords us will enable us to minimize equity dilution compared to all-equity alternatives.”
Henry added: ““We plan to prudently utilize the facility to quickly conclude some pending transactions and take advantage of special situations otherwise not doable.”
According to the re-negotiated deal following the due diligence, all shareholders of the TARGET will have the possibility to exchange their shares for PHI Group’s stock. The exchange rate will be determined on the basis of 10 days’ Volume-Weighted Average of both companies’ stock prices (the "Acquisition Value").
In addition, PHI Group will make available a $20-million shareholder loan facility to retire the TARGET’s subsidiary term loan and provide working capital required to internationalize TARGET’s operations.
The TARGET is a leading company in the natural resource and construction material space in South Africa with average annual revenues of approximately $70 million during the last two years. The closing of this transaction is expected to add $6 million monthly revenues to PHI Group by the end of this month, not to mention new initiatives to capitalize on TARGETS’ capabilities to expand and grow both its domestic and international business.
Mojca Lukancic, Legal Advisory Managing Partner of Milost Advisors Inc, stated: “With support from all involved, we have arrived at the closing stage. This has required a lot of work and cooperation. Everybody is aware that after closing the real work will start, which will bring the TARGET to be among the best in its class.”
Henry Fahman, Chairman and CEO of PHI Group, added: “We are very pleased to have progressed very quickly on this transaction. We greatly appreciate the support of Milost team and the TARGET’s management, board of directors and shareholders who have made this deal possible. We also expect to announce other acquisitions that can potentially add significant value to the Company in the very near future.”
About PHI Group, Inc.
PHI Group, Inc., a U.S. publicly traded company established in 1982, is in the process of acquiring controlling interests in a number of targets in the areas of conventional energy, renewables, natural resources and special situations with intention to build a critical mass and uplist to the Nasdaq Stock Market as soon as practical.
About Milost Advisors Inc
Headquartered in New York City, Milost Advisors Inc. is a global investment banking firm for mid to large market clients and entrepreneurs globally. Milost team experience continues to enable it to offer its clients comprehensive advisory services including M&A, capital markets, legal, research as well as restructuring and strategic advisory.
Safe Harbor: This news release and the featured interview contain forward-looking statements that are subject to certain risks and uncertainties that may cause actual results to differ materially from those projected on the basis of such forward-looking statements. Such forward-looking statements are made based upon management's beliefs, as well as assumptions made by, and information currently available to, management pursuant to the "safe-harbor" provisions of the Private Securities Litigation Reform Act of 1995.
Contact:
Henry Fahman
+1-702-475-5430
henry@phiglobal.com
According to the agreement, Milost is willing to invest $15 million for working capital needs of PHI Group, which amount can be drawn down in tranches at a minimum of $500,000 until fully utilized. Milost will receive shares of common stock in PHI Group for the equity investments with a price per share on the basis of 10-day’s Volume-Weighted Average at a discount of 20% at the time of issuance. The first drawdown will be made in the next five days.
Henry Fahman, Chairman and CEO of PHI Group, Inc., said, “The funding commitment from Milost will greatly enhance our ability to execute our acquisition program and provide for working capital needs to ensure smooth integration of target companies and implement tailor-made initiatives at the subsidiary level that can generate significant value for our shareholders.” Henry added: “We will prudently balance the mixture of debt and equity to optimize our financing and investment decisions based on the merits of selective transactions.”
Ronald Spratt, President and CEO of Milost Global, Inc., stated, “I am excited to put my money behind Henry Fahman, CEO of PHI Group, Inc. It is our plan to support Henry's efforts at this juncture to ensure that PHI's business plan is fully funded. We continue to look for companies like PHI, where there will be good use of our capital.”
Nigel Buxton, CFO of Milost Global, Inc., commented, “This investment presents an important opportunity for both PHI Group Inc. and Milost Global Inc. to actively participate in the field of new acquisitions.”
TCA Global Fund has agreed to fund the cash component of this transaction from the $15 million previously announced acquisition facility and the balance thereof will paid in PHI stock. PHI Group plans to complete the due diligence review of the Target as soon as possible, allowing for the subsequent closing of the transaction on or about October 31, 2016.
The Target has been in business for three decades and is one of the finest grower/packer/shipper operators in the Southeast, with average annual revenues of approximately $25 million. This company markets all types of southern produce and ships various products on a year-round basis, depending on the specific commodity and growing season. All facets of the growing, harvesting and shipping process are managed to maintain the highest quality and safety standards. Its systems and continual cold chain provide longer shelf life, reduced inventory shrink and better tasting fruits and vegetables to customers.
For post-acquisition growth and expansion, PHI Group has established working relationships with two partner companies that provide breakthrough nutrients and water treatment systems to grow organic produce of highest quality and potentially increase the harvest yield and annual revenues to $50-$75 million within a year.
Milost Advisors, PHI’s buy-side advisor, is acting as the lead and the only advisor with regards to this buyout transaction.
Henry Fahman, PHI’s Chairman and CEO, said, “We believe this acquisition will provide an excellent platform for us to enter the organic food market, especially with the breakthrough nutrients and water treatment systems that can set us apart from other growers without the use of insecticides or disinfectants. Not only do we expect yields to be two or three times higher, but we are confident we can produce premium organic foods that are healthier and will sell for higher prices.”
The TARGET, which has been in business for over 20 years and has generated an average annual revenue of approximately CND$70 million during the last three years, is an educational organization that provides premium education services at its private English as a Second Language ("ESL") Schools, High School, Career Colleges and Community Colleges in Canada, owns and operates 21 campuses and enrolls approximately 20,000 students yearly in various English language and career training educational courses. The identity of TARGET and other details will be kept confidential until completion of due diligence. The transaction is expected to close in October 2016, subject to additional due diligence and compliance with the US Securities and Exchange Commission and the Toronto Stock Exchange.
Milost Advisors, PHI's buy-side advisor and subsidiary of Milost Global Inc., has successfully arranged the required funding for the closing of TARGET and post-acquisition working capital. Milost Advisors Inc. is also acting as the lead and the only advisor with regards to this buyout transaction.
The closing of this transaction is expected to add $5 million monthly revenues to PHI Group. The Company also has plans to expand the TARGET’s international operations, add online programs for distance-learning and offer special tailor-made executive education curricula for emerging markets, which will undoubtedly widen its scope of business and generate significant additional revenues for the Company.
Henry Fahman, Chairman and CEO of PHI Group, added: “We highly value the benefits and impact of education and look forward to adding the TARGET to our portfolio of companies, fully confident that this acquisition will provide an excellent platform for us to expand into international markets in the near future.”
The drawdown is in the form of a convertible note bearing interest at the rate of 5% per annum and convertible to PHI Group, Inc.’s common stock at the purchase price of $2 per share minus 20% discount. The Company intends to use the proceeds of the first drawdown to fund part of the acquisition of an agriculture company in the Southeastern United States and to defray due diligence and closing costs of the South African mining service target, the Canadian educational company and the agriculture company as well as provide for short-term working capital.
Henry Fahman, Chairman and CEO of PHI Group, stated: “We cannot overemphasize the importance of having both Milost Advisors, Inc. and Milost Global, Inc. as our partners in our acquisition strategy. Their commitment and ability to deliver on it in a timely manner enable us to implement a value-creating buyout and investment program designed to benefit our shareholders and all stakeholders.”
Ronald Spratt, CEO of Milost Global, Inc., added: “We are very pleased to work with PHI Group and look forward to building a mutually-rewarding, fruitful long-term business relationship. This drawdown is the first one of many tranches to come to provide the necessary resources for PHI Group to execute its mergers and acquisitions strategy.”
Nigel Buxton, Chief Investment Officer of Milost Global Inc. said: “Milost Global is happy to support companies like PHI Group which have the vision and also grasp the opportunities on the marke
NEW YORK, Oct. 17, 2016 (GLOBE NEWSWIRE) -- PHI Group, a U.S. diversified holding company engaged in mergers and acquisitions (www.phiglobal.com; PHIL), announced today that the press release published on August 31, 2016 regarding the line of credit facility with TCA Global Credit Master Fund, LP (the Lender”) is hereby corrected to read as follows:
On August 30, 2016, the Company signed a non-binding term sheet with TCA Global Credit Master Fund, LP for a maximum $15,000,000 senior secured line of credit, of which up to $4,000,000 will be made available to the Company on the first drawdown (the “Initial Line of Credit”) for acquisition financing pending due diligence, background checks on the company, principals, history of the public vehicle, final approval by TCA’s investment committee and subject to completion and execution of full and final binding documentation.
The Company, at the sole discretion of the Investor, may request an increase in the line of credit at agreed upon time periods and agreed upon amounts. The sum of the Initial Line of Credit and the subsequent line increases, if any, (the “Then Current Line Size”) shall not exceed the maximum line of credit. Each subsequent line increase will require the Company to execute and deliver a new or revised revolving note to the Investor and be responsible for any fees and expenses associated with the line increase.
Henry Fahman, CEO of PHI Group, said, “Access to this credit facility will greatly enhance our ability to carry out our acquisition program in North America. The Company will work with TCA to fulfill the requirements mentioned above in order to close an initial draw on the facility to be used to acquire an agribusiness and/or a construction material company with positive cash flows in Southeastern U.S. and we believe that the leverage that this facility will afford us will enable us to minimize equity dilution compared to all-equity alternatives.”
The Company will host a conference call to update shareholders at 04:00 P.M. EST Friday, October 21, 2016. Please use one of the following dial-in numbers and access code 797977:
US: +1-641-715-3580Germany: + 49 302 255550324South Africa: + 27 87825 0124United Kingdom: + 44 330 998 1214