China Sunlong Environmental Technology Inc. completed the acquisition of JM Global Holding Company in a reverse merger transaction.
Following the closing and pursuant to the share exchange agreement, the key executives of China Sunlong Environmental Technology are expected to remain as key executives of the combined company and continue to drive business growth. Jiazhen Li and Chuanliu Ni, Co-Chairmen of China Sunlong Environmental will become part of TMSR Holding Company Limited. Chuanliu Ni will join as Chairman and Chief Executive Officer of TMSR Holding Company Limited. The board of directors of TMSR Holding Company Limited after the closing will consist of 7 Directors, who will be appointed by China Sunlong Environmental prior to the closing, at least 4 of which will be independent. Upon completion of the transaction, all JM Global's incumbent Directors Qi (Jacky) Zhang, Tim Richerson, Peter Nathanial, Kurt Jetta, Dongliang Qu, Xiaoguang Liu and Arthur Drogue except Xiaoguang Liu shall resign. Accordingly, if the merger is consummated, Xiaonian Zhang, Hui Zhu, Yaqing Hu, Chenchen Zhang, and Wenting Zou will be appointed as Directors. Post-acquisition, the headquarters of the combined entity will be in China.
The transaction is subject to the satisfaction of customary closing conditions, including approval of JM Global's shareholders, expiration or termination of the regulatory waiting periods under any applicable antitrust laws and the receipt of any other required governmental and regulatory approvals and consents, approval by the JM Global's shareholders of the election of certain directors to serve as directors on its Board of Directors, entrance into the escrow agreement, the lock-up agreement, the non-competition and non-solicitation agreement and the registration rights agreement, upon the closing and after giving effect to the completion of the redemption, JM Global shall have net tangible assets of at least $5 million. The transaction is expected to close in the fourth quarter of 2017. As of February 2, 2018, the transaction was approved by JM Global's shareholders.
Douglas Ellenoff and Stuart Neuhauser of Ellenoff Grossman & Schole LLP and B&D Law Firm are acting as legal advisors to JM Global. Joan Wu of Hunter Taubman Fischer & Li LLC and Steve Zhu of AllBright Law Offices are acting as legal advisors to China Sunlong Environmental. Highline Research Advisors, LLC acted as financial advisor to JM Global Holding Company and was paid a fee of $100,000. Karen Smith of Advantage Proxy, Inc. acted as information agent to JM Global Holding and was paid a fee of $7,500. WithumSmith+Brown, PC acted as accountant and Mark Zimkind of Continental Stock Transfer & Trust Company, Inc. acted as transfer agent to JM Global Holding. Friedman LLP acted as an accountant for Sunlong.
China Sunlong Environmental Technology Inc. completed the acquisition of JM Global Holding Company (NasdaqCM:WYIG) in a reverse merger transaction on February 6, 2018.