Published on : Jan 6, 2023
KUORA INC. (Nevada) And ICON MEDIA HOLDINGS, INC (Nevada) - ACQUISITION TRANSACTION
Kuora Inc., formerly known as All American Pet Company, Inc (OTC: AAPT) (the “Company”, $AAPT), a Nevada Corporation, together with Icon Media Holdings, Inc., (OTC Pink: ICNM) (the “Company”, $ICNM), wish to make the following announcement:
Kuora Inc. has on December 26th 2022 entered into an Agreement with Eastwin8 Pte Ltd (Eastwin8), a Singapore subsidiary company 100% owned by Icon Media Holdings, Inc (ICNM) through which Eastwin8 will purchase 100% of the paid up capital of Kuora, Inc (China) (or Xi’an Xiaohuangren Industrial Interconnect Data Technology Limited), bearing enterprise registration number 91610103MA6UT0FW0R, (the “Kuora China Shares”), a China limited liability company (Xi’an Xiaohuangren) and all its subsidiary companies and associated companies) (collectively the "Kuora China Group").
The purchase price for the acquisition is US$125,087,937 dollars which is based on the closing price of AAPT on May 12th, 2022, assuming all Preferred Stock have been converted into Common Stock. May 12th was the date before the CE was designated on AAPT.
The purchase price will be paid by issuance of ICNM stock to AAPT based on the closing price of ICNM common stock on Dec 23rd, 2022, being the closest date to the date of the Agreement.
Both the Board of Directors of AAPT and ICNM believe this is the best strategy for Kuora China Group to be included in a globally expanding ICNM Group. ICNM’s Eastwin8 being located in Singapore will enable Kuora China Group to optimize its group taxation and any potential future dividends distribution through the comprehensive Taxation Treaty between the governments of Singapore and People’s Republic of China.
Both managements are optimistic with the combined prospects of Kuora China Group and ICNM.