Attached files
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| EX-2.1 - PREMIER WEALTH MANAGEMENT, INC. | v184463_ex2-1.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): April 15, 2010
PREMIER
WEALTH MANAGEMENT, INC.
(Exact
name of Registrant as specified in its charter)
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Delaware
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333-104631
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43-1988542
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(State
or incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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One
Penn Plaza, Suite 2411, New York, New York 10119
(Address
of principal executive offices)
5
Them. Dervis Street, 3rd Floor,
CY-1066 Nicosia, Cyprus
(Former
address, if changed since last report)
011-35-387611-6509
(Registrant’s
telephone number, including area code)
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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Item
1.01 Entry into a Material Definitive Agreement.
and
Item
2.01 Completion of Acquisition or Disposition of
Assets.
Effective
as of April 15, 2010, Premier Wealth Management, Inc., a Delaware corporation
(the “Company”)
entered into a Stock Purchase Agreement, by and among Master Trust, S.A., the
Company’s wholly owned subsidiary (“Master
Trust”), Noble Investments Limited as purchaser (“Noble”)
and the Company providing for the sale of Master Trust to Noble (the “Sale
Agreement”). Contemporaneously therewith, the Company also
agreed to enter into, and as of May 10, 2010 did enter into, an Escrow
Agreement, with Noble and the Company’s Swiss based counsel as escrow agent as
described below (the “Escrow
Agreement”) for purposes of holding half of the purchase
price.
Material Terms – Sale of 50% of Master
Trust for Consideration
The Sale
Agreement calls for the sale of Master Trust for consideration consisting of (i)
$700,000 in cash, of which $350,000 has already been paid to the
Company after entry into the Sale Agreement in exchange for the first 50% of the
Master Trust shares (the “Initial MT Shares”), (ii)
payment of an earn out equal to 12.5% of Master Trust’s gross commission income
for 2010 from certain specified financial products, and (iii) discharge of
certain intercompany indebtedness to Master Trust. While the first
$350,000 of consideration in the transaction has been paid to the Company, the
remaining $350,000 of cash consideration (constituting 50% of the cash portion
of the purchase price) for Master Trust, is held in escrow pursuant to an Escrow
Agreement (as defined below) and shall be released upon completion of the sale
transaction after securing of all requisite shareholder consents required on the
part of the Company.
As Master
Trust is the Company’s only material asset, entry into the Sale Agreement
calling for the sale of Master Trust, and the immediate transfer of the Initial
MT Shares in exchange for half of the consideration thereunder, constituted a
disposition of a significant amount of assets of the Company. As the
sale of the remaining 50% interest in Master Trust would constitute sale of all
or substantially all of the Company’s assets, such sale is subject to
shareholder approval of the Company.
Accordingly,
the Sale Agreement and Escrow Agreement also provide that the Company must
obtain shareholder approval and must complete the transaction, on the earlier of
September 30, 2010, or the date of Swiss regulatory authority (FINMA) approval
is obtained, subject to extension to December 31, 2010.
Transfer
of Initial Master Trust Shares
Pursuant
to the Sale Agreement, the Company was required to, and did, issue the Initial
MT Shares, constituting 50% of Master Trust, to Noble, as buyer. In
return, Noble paid full consideration of $350,000 to the Company, and entered
into the Sale Agreement and Escrow Agreement (as defined
below). The Sale Agreement provides, among other things, that
dividends and distributions during the interim period prior to closing of the
remaining interests of Master Trust, shall be divided evenly, with the first
half coming to the Company and Noble’s half remaining in escrow pending closing,
at which time said funds will be released, if any.
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Master
Trust Voting Agreement and Control
So as to
avoid deadlock and transfer of control, the Sale Agreement provided, among other
protective provisions, that during the period after entry into the Sale
Agreement and prior to closing of the sale of the remaining 50% of Master Trust,
the Board of our Master Trust subsidiary shall be comprised of four persons, two
of which are designees of the Company, Nigel Gregg and Luigi Piffaretti, an
existing Board member, and the remaining two of which are nominees of Noble,
consisting of Arnie van Roon and one other person to be designated by
Noble. The Sale Agreement provides that for general, every day
business matters, in the event of a deadlock, the Noble director’s shall cast
the determining vote; provided, however, that for
major transactions, the Company’s designees shall cast the deciding
vote.
Major
transactions wherein action can not be taken absent consent of the Company’s
designees, include, without limitation, the following: (i) sale or transfer of
all or substantially all of the assets of Master Trust or transfer of managed
accounts or shares of Master Trust to any third parties, or the issuance of
additional shares to third parties that would result in issuance of a majority
to Noble prior to the Company’s shareholder approval date, (ii) consummation of
a merger or similar transaction of Master Trust, resulting in change of the
board or share ownership of Master Trust, (iii) making any material changes to
additions to executive officers of Master Trust, (iv) incurring material
indebtedness or encumbering assets of Master Trust that would result in a major
transaction, or (v) entry into any agreements or obligations relating to the
foregoing or causing, or permitting any action to occur that would cause a
“lockout” of either of the parties to the transaction.
Earn
Out
The Sale
Agreement provides for an earn out payment (the “Earn Out”)
to be paid to the Company after the completion of the transaction, to be paid on
the later of: (i) April 30, 2011, or (ii) ten (10)
Business Days following receipt of the audit report of Master Trust for the
fiscal year ended December 31, 2010. The Earn Out requires Master
Trust to pay to Premier an amount that is equal to twelve and one-half (12.5%)
percent of the gross commission income of Master Trust for the fiscal year
ending December 31, 2010 that are earned from those specific products that were
sold by Master Trust as of February 18, 2010, which products are enumerated in
the Sale Agreement. In the event
that no shareholder approval is received, the Company will keep its initial
$350,000 down payment only and will remain a 50% shareholder in Master Trust
which will continue to be governed as set forth above, and have to honor its
obligations to Master Trust. In addition, while the company will
split dividends and distributions, it will not be entitled to the Earn
Out. The parties have agreed to
grant the Company full audit, review and access rights to Master Trust following
a final closing, if any, for purposes of auditing its Earn Out payment
amounts.
Based on
information provided to us from Noble’s management, the Company believes that
Noble was, at the time of entry into the Sale Agreement, and remains as of the
date of this Report, disinterested and independent of the Company and is not
affiliated with the Company (other than through its relationship created under
the Sale Agreement).
The foregoing is a summary only of the Sale Agreement, a
copy of which is filed as an exhibit to this Report, the provisions of which are
incorporated by reference herein.
-3-
Escrow
Agreement
Contemporaneously
with entry into the Sale Agreement, and to ensure funds availability at closing,
the parties agreed to enter into an Escrow Agreement, which was funded and
signed as of May 10, 2010 (the “Escrow
Agreement”), with law firm of Flavio Amado’Advocate, a Lugano Switzerland
based law firm that has represented and continues to represent Master Trust on
certain matters, as escrow agent (the “Escrow
Agent”). The Escrow Agreement provides, among other things,
that the remaining $350,000, representing the unpaid portion of the purchase
price for Master Trust, shall remain in escrow, along with shares representing
the remaining 50% of Master Trust.
The
Escrow Agreement provides, among other things, that the escrow agent shall
receive notice of completion of the transaction by 5:00 PM (New York City time)
on September 30, 2010, or the date of FINMA approval, whichever is earlier,
subject to extension by the parties to December 31, 2010.
If notice
is not received timely, or if the transaction is not completed before then, then
the escrow agent is required to return to the Company all of the remaining
Master Trust shares held in escrow and the $350,000 remaining portion of the
purchase price shall be returned to Noble. Conversely, if the shareholder
approval is obtained and the transaction is completed with appropriate notice
given to the Escrow Agent, then the Escrow Agent shall, automatically, transfer
the shares, endorsed in the name of Noble, to Noble and release the remaining
$350,000 of cash funds held in escrow, to the Company and the transaction is
deemed completed, with the exception of the Earn Out fees.
The foregoing is a summary only of the
Escrow Agreement, a copy of which is filed as an exhibit to this Report, the
provisions of which are incorporated by reference herein.
The sale
of Master Trust is subject to a number of risks, uncertainties and conditions
and, no assurance can be made that the Company will be able to satisfy its
obligations under the Sale Agreement or complete the
transaction. Specifically, and without limitation, the Company is
required to obtain shareholder approval, as well as Swiss regulatory approval
for the transaction, and, will be required to become current with its reporting
obligations under the Securities Exchange Act of 1934, as amended, for which it
is delinquent and, is required to restate certain financials as previously
reported. No assurance can be made that the Company will be able to
complete its obligations in a timely manner or that it will be able to fund all
of its operations until such time.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed with
this Report.
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2.1
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Stock
Purchase Agreement, dated as of April 15, 2010 between Premier Wealth
Management, Inc., Master Trust, S.A., Noble Investments Limited as
purchaser.
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10.2
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Escrow
Agreement, dated as of May 10, 2010, by and among Master Trust, S.A.,
Noble Investments Limited, Premier Wealth Management, Inc. and Flavio
Amado’ Advocate, as Escrow Agent. (To be filed by
amendment)
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[Remainder
of Page Left Blank]
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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, thereunto duly
authorized.
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Dated: May10,
2010
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PREMIER
WEALTH MANAGEMENT, INC.
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By:
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/s/ Nigel Gregg
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Nigel
Gregg
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Chief
Executive Officer
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