NEW YORK, July 27, 2016 /PRNewswire/ -- E-compass
Acquisition Corp. (Nasdaq: ECAC) (the "Company", "we" or "our"), a
special purpose acquisition company, announced today that it
entered into a definitive merger agreement (the "Merger Agreement")
with NYM Holding, Inc. ("NYM"). NYM, a Delaware corporation, is a fast growing
Asian/Chinese grocery supermarket chain in the north-eastern U.S.
providing food and other merchandise hard to find in mainstream
grocery stores.
The Transaction
Upon consummation of the transaction contemplated by the
definitive merger agreement, (i) ECAC will redomesticate to
Delaware by merge with and into
iFresh Inc.("iFresh"), a Delaware
corporation and wholly owned subsidiary of ECAC, and (ii)
immediately after the redomestication, iFresh Merger Sub Inc.
("Merger Sub"), a Delaware
corporation and wholly owned subsidiary of iFresh, will be merged
with and into NYM, resulting NYM being a wholly owned subsidiary of
iFresh.
Pursuant to the definitive merger agreement, the Company would
pay NYM's current stockholders an aggregate of $125 million in connection with the transaction:
(i) $5 million in cash, plus, (ii)
12,000,000 shares of common stock of iFresh to be issued to the
selling shareholders valued at $10.00
per share (the deemed value of the shares in the Acquisition
Agreement). The transaction is conditioned on the surviving company
receiving a loan of at least $15
million in connection with the closing of the transactions
contemplated by the Merger Agreement. If the transaction
closes, iFresh will also receive an option to acquire an additional
five supermarkets prior to March 31,
2017 for consideration of $10
million in cash. The transaction is expected to close before
the end of 2016.
About NYM Holding, Inc.
NYM is a fast growing Asian/Chinese grocery supermarket chain in
the north-eastern U.S. providing food and other merchandise that is
hard to find in mainstream grocery stores. Since its start in 1995,
NYM has been targeting the Chinese and Asian population in the U.S.
with its in-depth cultural knowledge of its target customer's
unique consumption habits. NYM currently has two wholesale
facilities and eight retail supermarkets across New York, Massachusetts and Florida, with annual revenue of $131.2 million for the fiscal year ended
March 31, 2016.
About E-compass Acquisition Corp.
E-compass Acquisition Corp. is a Cayman Islands exempted company incorporated
on September 23, 2014 as a blank
check company formed for the purpose of entering into a share
exchange, asset acquisition, share purchase, recapitalization,
reorganization or other similar business combination with one or
more businesses or entities, or entering into contractual
arrangements that give us control over such a target business.
Participants in the Solicitation
E-compass and its directors and executive officers may be deemed
to be participants in the solicitation of proxies for the special
meeting of E-compass stockholders to be held to approve the
transactions contemplated by the business combination (the "Special
Meeting"). A list of the names of E-compass's directors and
officers is contained in E-compass's Annual Report on Form 10-K for
the fiscal year ended December 31,
2015 (the "Annual Report") filed by E-compass with the SEC
on March 15, 2016.
Additional Information and Where to Find it
Shareholders of E-compass and other interested persons are
advised to read, when available, E-compass's preliminary and
definitive proxy statements in connection with E-compass's
solicitation of proxies for the special meeting and the
Registration Statement to be filed by iFresh in connection with the
issuance of common stocks of iFresh in the transaction, because
these documents will contain important information. Such
persons can also read E-compass's Annual Report for a description
of the security holdings of the E-compass's officers and directors
and their respective interests as security holders in the
successful consummation of the transactions. The definitive
proxy statement and final prospectus included in E-compass's
Registration Statement will be mailed to E-compass's stockholders
as of a record date to be established for voting on the
transactions. Stockholders will also be able to obtain a copy
of such documents, without charge, by directing a request to
E-compass Acquisition Corp., c/o Richard
Xu, 7 Times Square, 37th FL, New
York, NY 10036. These documents, once available, and
E-compass's Annual Report on Form 10-K can also be obtained,
without charge, at the Securities and Exchange Commission's
internet site (http://www.sec.gov).
Forward Looking Statements
This press release includes forward-looking statements made
pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 that involve risks and uncertainties.
Forward-looking statements are statements that are not historical
facts. Such forward-looking statements, based upon the current
beliefs and expectations of E-compass's management, are subject to
risks and uncertainties, which could cause actual results to differ
from the forward-looking statements. You should not place undue
reliance on these forward-looking statements, which speak only as
of the date of this press release. The Company's actual results
could differ materially from those anticipated in these
forward-looking statements as a result of various factors,
including whether the Company completes the transaction with
NYM. Investors and potential investors should consult all of
the information set forth herein and should also refer to the risk
factors set forth in E-compass's Annual Report on Form 10-K for the
year ended December 31, 2015, and
other reports filed or to be filed from time-to-time with the
Securities and Exchange Commission.
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SOURCE E-compass Acquisition Corp.
