Attached files
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| EX-10 - INTERNATIONAL DEVELOPMENT & ENVIRONMENTAL HOLDINGS | v170362_ex10.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported):
January
8, 2010
INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS
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Nevada
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32-0237237
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(State or other jurisdiction of
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(I.R.S.
employer
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incorporation
or organization)
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identification
number)
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1701
E. Woodfield Rd. Suite 915
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Schaumburg,
IL.
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60173
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(Address
of principal executive offices)
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(Zip
code)
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(800)
884-1189
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item1.01
Entry into a Material Definitive Agreement.
An
AGREEMENT AND PLAN OF MERGER (hereinafter referred to as the “Merger Agreement”)
dated as of January 8, 2010 was entered into by and between INTERNATIONAL
DEVELOPMENT AND ENVIRONMENTAL HOLDINGS, a corporation existing under the laws of
Nevada (“IDEH”)
and PETROCOM ENERGY LIMITED, a Cayman Islands corporation (the “Target”).
The
closing of the transactions contemplated by the Merger Agreement is subject to a
number of conditions precedent including, but not limited to, (i) the validity
of certain representations and warranties as of closing, (ii) the approval by
the shareholders of both IDEH and Target, and (iii) the completion of the sales
of substantially all of the assets and business of IDEH to a new entity to be
formed by certain existing shareholders and directors of IDEH in a related party
transaction. All members of the Board of Directors of IDEH that voted to approve
the Merger Agreement has agreed to vote the shares that they and their
affiliates hold in IDEH in favor of the merger.
The
principal terms of the Agreement are as follows:
Conversion to a Cayman
Islands exempted company.
Upon the
written request of the Target, IDEH shall (i) register by way of continuation as
an exempted company under the Cayman Islands Companies Law (2009 Revision) (the
“Companies
Law”) and thereupon continue its existence, without interruption, in the
organizational form of a Cayman Islands exempted company (“IDEH Cayman”) rather
than a Nevada company (the “Conversion”). The
Conversion shall become effective at the later of (1) the time of issuance by
the Cayman Islands of a certificate of registration by way of continuation as an
exempted company and (2) the time of issuance of a certificate recognizing the
Conversion by the Nevada Corporate Commission in accordance with the Nevada
Corporate Code (the “Conversion Effective
Time”).
Merger with
Target.
As soon
as reasonably practicable after the Conversion Effective Time (the “Merger Effective
Time”), the Target and IDEH Cayman shall consummate a merger (the “Merger”) pursuant to
which (i) Target shall be merged with and into IDEH Cayman and the separate
corporate existence of Target shall thereupon cease, (ii) IDEH Cayman shall
be the successor or surviving corporation in the Merger and shall continue to be
governed by the Laws of the Cayman Islands. The corporation surviving
the Merger is sometimes hereinafter referred to as the “Surviving
Corporation”.
Conversion of Target
Ordinary Shares and Merger Consideration.
As of the
Merger Effective Time, by virtue of the Merger and without any action on the
part of the holders of any ordinary or preferred shares to acquire ordinary
shares of Target (collectively “Target Shares”), or
of IDEH:
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·
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Each
outstanding share of IDEH common stock shall remain outstanding and shall
constitute the issued and outstanding shares of ordinary shares of the
Surviving Corporation.
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·
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In
connection with the acquisition by merger of Target, the existing
shareholders of the Target shall collectively receive 28,975,334 newly
issued ordinary shares of the Surviving
Corporation.
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·
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Immediately
following the Merger, the existing shareholders of IDEH shall collectively
own approximately 2.0% of the enlarged share capital of the Surviving
Corporation.
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·
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In
the event that there are dissenting shareholders among the shareholders of
either IDEH Cayman or Target, IDEH Cayman and Target shall comply with
Section 238 and 230 of the Companies Law with respect to repurchase of the
shares of such dissenting shareholders by cash or cash
equivalent.
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Break-up
Fees.
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·
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It
is contemplated that if Target conducts a transaction on or before the
contemplated closing date or any extended closing date by which more than
US$15,000,000 of equity and/or debt capital is raised by Target, and a
written condition of such a transaction is that Target may not complete
the Merger with IDEH (a “Capital raise
Transaction”), the Target will pay to IDEH US$200,000 in value of
Target’s common shares.
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·
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It
is also contemplated that if on or before the contemplated closing date or
any extended closing date, the Target completes any transaction involving
a merger, consolidation, change of control, business combination of
Target, other than the transactions contemplated by the Merger Agreement
or any transaction other than a Capital Raise Transaction, the Target
shall pay to IDEH the equivalent of US$300,000 in share value of Target’s
common shares.
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The
Merger Agreement also contains provisions concerning:
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·
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Exchange
of Warrants.
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·
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Lock-up
Agreement for majority shareholders of
IDEH.
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·
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Reverse
Stock Split.
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·
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Indemnification.
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The
agreement is filed as an exhibit to this Form 8-K and should be referred to in
its entirety for complete information concerning this
agreement.
Item
5.01. Changes in Control of Registrant.
The
matters set forth in Item 1.01 are incorporated by reference.
It is
anticipated that following the Merger, the shareholders of the Surviving
Corporation will appoint a new board of directors and executive
officers.
It is
also anticipated that following the Merger, the Surviving Corporation will
become a "Foreign Private Issuer" as the term is defined under Rule 3b-4 of the
Securities and Exchange Act of 1934.
Exhibits
10 Agreement
and Plan of Merger
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| International Development and Environmental Holdings | |||
| By: |
/s/
Bernard J. Tanenbaum III
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Bernard
J. Tanenbaum III
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President
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International
Development and Environmental Holdings
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Dated: January 12,
2010