MEDIAN GROUP INC. (OTCMKTS:CHMD) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01. Completion of Acquisition or Disposition of Assets
The Acquisition
As announced in the Form 8K filed on June 5, 2017, Median Group
Inc. (MGI or the Company) (Purchaser or Registrant) and GNS
Technology Co., Ltd (GNS Korea) and Kim Chulwoo (KC) (jointly
referred to as the Vendors) entered into a conditional Sale and
Purchase Agreement (SP Agreement) for the Registrant to acquire
51% equity interests in GNS Technology (M) Sdn Bhd (GNS Malaysia)
from the Vendors.
As set out in the SP Agreement dated May 29, 2017 the Registrant
shall pay the Vendors for 51% interests in GNS Malaysia by the
issuance of 166,666,667 new shares (Consideration Shares) of the
Registrant as the Sale Consideration upon the terms and subject
to the conditions set forth in the SP Agreement.
On June 15, 2017, following fulfillment of all the conditions set
forth in and otherwise in accordance with the terms of the SP
Agreement, this acquisition transaction was consummated and GNS
Malaysia became a subsidiary of the Registrant. As a result of
the closing of the SP Agreement, the Company will diversify our
business plans to pursue the business of provision of network
design, construction and maintenance services for fiber optics
backbone and Fiber-to-the-Home (FTTH) broadband services in
addition to the Companys principal activities of provision of
mobile service and technology provider focusing on mobile
communications and applications, financial technology and
services (Fintech) in addition to digital market place to
closed-group communities
The SP Agreement includes customary representations, warranties
and covenants made by us, the Vendor and GNS Malaysia as of
specific dates. The SP Agreement should not be read alone, but
should instead be read in conjunction with the other information
regarding us and our business that has been, is or will be
contained in, or incorporated by reference into, the Forms 10-K,
Forms 10-Q, Forms 8-K, and other documents that we file with the
Securities and Exchange Commission (the SEC). The description of
the SP Agreement set forth herein is qualified in its entirety by
reference to the full text of the SP Agreement, which is filed as
an Exhibit 2.1 hereto and is incorporated by reference into this
Item 2.01.
Item 3.02. Unregistered Sales of Equity
Securities
As more fully described in Item 2.01 above, on June 21, 2017, we
issued a total of 166,666,667 shares of our common stock to the
Vendors. Reference is made to the disclosures set forth under
Item 2.01 of this Form 8-K, which disclosures are incorporated
herein by reference.
The issuance of the common stock to the Vendors to the SP
Agreement was exempt from registration in reliance upon
Regulation D and/or Regulation S of the Securities Act as the
investors are accredited investors, as such term is defined in
Rule 501(a) under the Securities Act and in offshore transactions
(as defined in Rule 902 under Regulation S of the Securities
Act), such determination based upon representations made by such
investors.
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Exhibit Number 2.1 |
Description of Exhibit
Included by reference to the Form 8K issued on June 5, |
About MEDIAN GROUP INC. (OTCMKTS:CHMD)
Median Group Inc., formerly Clixster Mobile Group Inc., is a holding company. The Company’s business units include Advertising, Products and Services, and Telecommunication and Mobile Computing. The Company focuses on telecommunications and mobile business. The Company operates in Malaysia. The Telecommunications and Mobile Computing Division focuses on the media advertising. The Company focuses on the business of providing mobile digital service under the mobile virtual network operator (MVNO) platform across South East Asian countries. The Company’s subsidiary, Naim Indah Mobile Communications Sdn Bhd (NIMC), builds, operates and manages mobile digital services and enables corporations to give access to their own resellers to a full platform for activation, billing and subscriber lifecycle management, customer care and management support.