Kaival Brands Innovations Group, the exclusive U.S. distributor of the Bidi® Stick and certain other products manufactured by Bidi Vapor, LLC, and Delta Corp Holdings Limited, a privately held holding company for global businesses engaged in Bulk & Energy logistics, fuel supply, commodities, and asset management, announced that the companies have entered into a definitive merger and share exchange agreement, whereby Kavial Brands and Delta will each become wholly owned subsidiaries of a specially created holding company incorporated under the laws of the Cayman Islands, Delta Corp Holdings Limited. The closing of the transactions contemplated by the definitive agreement is subject to certain conditions, including, without limitation, the approval of the shareholders of Kaival Brands and the approval of the listing of the shares of Pubco on the Nasdaq Stock Market. Delta shareholders will become the majority shareholders of Pubco as further detailed below.
Following closing of the transactions, which the parties expect will occur in the fourth quarter of 2024, the combined company would be traded on Nasdaq. The combined company will continue to operate under the Delta management team led by Mudit Paliwal, Chief Executive Officer and Founder; Peter Shaerf, Non-Executive Chairman; and Joseph Nelson, Chief Financial Officer, with Kaival Brands as a wholly owned subsidiary of the Pubco.
Mark Thoenes, Interim Chief Executive Officer of Kaival Brands, stated, “This transaction marks an exciting new chapter for Kaival Brands. Delta’s flexible, asset-light business model positions the combined Company to capitalize on high growth areas within the energy and raw materials markets and offers our shareholders a unique opportunity. We are confident that this partnership will deliver substantial value to Kaival Brands shareholders and employees.”
“We are excited about the proposed business combination between Delta and Kaival Brands, given its potential to bring substantial value to the stakeholders of both parties,” stated Mudit Paliwal, Delta’s Chief Executive Officer and Founder. “Since its inception, Delta has established itself as a trusted global logistics leader, serving some of the world’s top natural resource, industrial, and energy companies. This success is a direct result of our unwavering commitment to finding solutions for our customers’ complex global supply chains through continuous innovation, all driven by a leadership team with a proven track record of success. We believe the business combination with Kaival will enable us to continue our robust growth in the public markets.”
Peter Shaerf, Delta’s Non-Executive Chairman of the Board of Directors, stated, “This merger marks a pivotal step forward for Delta. KAVL’s engaged shareholder base paired with the transparency of a public listing, provide a solid foundation for Delta’s growth, accelerating our momentum. This partnership will support our efforts to expand core business lines and extend our geographical reach, positioning Delta for sustained success and long-term value creation.”