Long Blockchain Corp. to Merge With Stran Promotional Solutions
Stran & Company Inc., a privately-held leading provider of comprehensive branding and incentive solutions doing business under the name Stran Promotional Solutions, and Long Blockchain Corp., today announced they have entered into a non-binding letter of intent to merge their businesses.
Founded in 1994, Stran has grown to become a premiere distributor of branded merchandise and services to leading organizations across the world. Andy Shape is CEO and a director of LBCC, as well as president of Stran. Accordingly, LBCC has formed a special committee made up solely of directors to negotiate the terms of the merger, and this special committee has engaged an independent third-party to provide a fairness opinion on the transaction.
If the proposed transaction is completed, LBCC would be renamed to reflect the new primary focus of the business and its board of directors be restructured to include individuals with experience in the promotional solutions industry. Andy Shape would remain CEO and a director of the combined group.
“We’re excited to expand Stran’s visibility through this proposed transaction," Shape said. "We bring more than 25 years of experience building strong partnerships, cutting-edge technology solutions and innovative custom branding programs that help our customers extend the loyalty of their brands. We see this transaction as an ideal platform for further growth opportunities for the Stran family—including our partners, customers, employees, and current and future shareholders.”
“Stran has been a fantastic partner over the past year in establishing our loyalty program business operated through Stran Loyalty Group, which has grown nicely," said William Hayde, independent business director of LBCC and member of the special committee. "Through this venture, we developed a stronger appreciation for the opportunities within this industry, which led us to this proposed transaction. We believe this was a natural next step for both companies, as well as our partners and shareholders.”
The letter of intent contemplates an all-stock transaction, pursuant to which LBCC would form a wholly-owned subsidiary that would merge with and into Stran, with Stran surviving as a subsidiary of LBCC and as the primary operating business. Stran Loyalty Group, an ongoing collaboration between Stran and LBCC that is a subsidiary of LBCC, would remain as a separate subsidiary focused on loyalty programs. Completion of the transaction is subject to, among other things, the completion of a definitive merger agreement between the parties and the satisfaction or waiver of the closing conditions to be included in such agreement, which are expected to include the conclusion of the sale of LBCC’s beverage subsidiary. As previously announced, on Sept. 19, LBCC entered into an agreement for the sale of the beverage subsidiary to ECC Ventures 2 Corp.
The LBCC-Stran letter of intent is non-binding and LBCC has not yet entered into a definitive agreement for the proposed merger. Accordingly, there can be no assurance that the merger will complete. The proposed merger is subject to finalizing the terms of, and executing, a definitive agreement relating to the proposed merger and obtaining and satisfying all other necessary closing conditions. Furthermore, certain terms of the merger are still subject to discussion and may be changed as a result of any material positive or adverse change to the business of either party. Accordingly, there can be no assurance that a merger, if entered into, will be consummated on the terms described in this press release or at all. Assuming that both Stran and LBCC successfully reach a definitive agreement and all conditions are satisfied, the transaction would be expected to close in the fourth quarter of 2019.