Lucosky Brookman Successfully Represents Unique Logistics International, Inc. in a $22.5 Million Acquisition Closing of Operating Subsidiaries and Affiliates of Former Parent Company
Lucosky Brookman LLP congratulates its client Unique Logistics International, Inc. (NASDAQ: UNQL), a global logistics and freight forwarding company, on announcing the closing of the May 5th, 2022 announced stock purchase agreement (the "Purchase Agreement") to acquire from Unique Logistics Holdings Limited, a Hong Kong corporation and from Frangipani Trade Services, Inc., a United States corporation (collectively, the "Seller") all of Seller's share capital in ten (10) of Seller's subsidiaries and affiliates, including eight (8) directly held and two subsidiaries held by those companies (collectively the "Acquired Companies").
As consideration for the acquisition, the Company agreed to pay the Seller a minimum of $22,500,000 and a maximum of $29,675,000 subject to certain Earn Out and Net Asset enhancements and fund the acquisition through a combination of external debt and a series of Seller-financed promissory notes with maturities between March 7, 2023, and February 21, 2025. The Acquired Companies are in China, Hong Kong, India, Taiwan, the United Kingdom, and Vietnam. They are all specialist logistics companies in their country of operations.
The acquisition of these operating subsidiaries and affiliates will allow UNQL to increase logistics services in the countries of the Acquired Companies, exports from the United States to those countries, and trade among the countries of the Acquired Companies and Europe, Latin America, Canada, and Intra-Asia. The customer base acquired through the Acquired Companies is expected to increase revenue by 40% on consolidation. Moreover, UNQL will vastly increase its footprint and have direct management control of 30 offices in 5 countries including the United States and 9 additional offices managed through affiliates that are not majority owned.
It is estimated that the acquisition, using the May 31, 2022 to November 30, 2022, six month period as a reference, would have increased Operating Income by approximately 73% from $9,800,000 to approximately $17,000,000.
Lucosky Brookman acted as a local corporate and securities counsel to Unique Logistics.