NextPlat enters business combination with Progressive Care

NextPlat announced that it has entered into a definitive business combination agreement with its majority owned subsidiary, Progressive Care. The definitive business combination agreement was negotiated by the special committees of independent directors of NextPlat and Progressive Care’s respective Boards of Directors. Under the terms of the business combination agreement, a wholly owned subsidiary of NextPlat will merge with and into Progressive Care, with the Merger Sub surviving as a wholly owned subsidiary of NextPlat and be renamed Progressive Care LLC. Upon closing the merger, Progressive Care shareholders will receive newly issued, registered shares of NextPlat’s Common Stock. The exchange ratio of NextPlat shares to be issued in the business combination, not subject to adjustment, was calculated based upon a 20-day, volume-weighted average price of NextPlat’s Common Stock preceding execution of the business combination agreement and a value per share of Common Stock of Progressive Care at $2.20. The exchange ratio was determined at a price per Common Share of Progressive Care above its 20-day VWAP on the date of execution and follows a comprehensive, independent, third-party valuation analysis conducted at the request of Progressive Care’s special committee of independent directors. The transaction has been unanimously approved by the Board of Directors of both NextPlat and Progressive Care. It is expected to close in the third quarter of 2024, subject to regulatory and stockholder approvals, and other customary closing conditions.