Refreshing USA and Integrated Wellness Acquisition today announced a definitive merger agreement at an implied pro-forma enterprise value of approximately $197.97 million.
If approved, IWAC Holdings, a newly formed Delaware corporation, will acquire both Refreshing USA and Integrated Wellness. Refreshing USA would list on the New York Stock Exchange under the new ticker symbol RUSA.
Terms call for the target to receive up to $105.78 million of gross cash proceeds, assuming no redemptions by Integrated Wellness’ shareholders.
“Refreshing USA was established in 2020 with the goal of revolutionizing the convenience services industry and to deliver the perfect refreshment experience with state-of-the-art equipment, fresh and appealing products, and unparalleled service,” the companies said in a press release.
Upon completion, Refreshing USA shareholders will own 52.67% of the pro forma company, assuming no redemptions.
The transaction is expected to close in the first half of 2023.
BTIG, LLC is serving as the capital markets advisor to Integrated Wellness and A.G.P./Alliance Global Partners is serving as financial advisor to Integrated Wellness. Ellenoff Grossman & Schole LLP is serving as legal advisor to Integrated Wellness, and McCarter & English, LLP is serving as legal advisor to Refreshing USA. Read more.
