Premier Products Group, Inc. (OTCMKTS:PMPG) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Holding Company Reorganization
On February 22, 2018, the issuer (having been renamed, immediately prior to this Holding Company Reorganization, from “Premier Products Group, Inc.” to “Valley High Mining Company”) completed a corporate reorganization (the “Holding Company Reorganization”) to which Valley High Mining Company, as previously constituted (the “Predecessor”) became a direct, wholly-owned subsidiary of a newly formed Delaware corporation, Premier Products Group, Inc. (the “Holding Company”), which became the successor issuer. In other words, the Holding Company is now the public entity. The Holding Company Reorganization was effected by a merger conducted to Section251(g) of the Delaware General Corporation Law (the “DGCL”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporations.
In accordance with Section251(g) of the DGCL, Premier Services, Inc. (“Merger Sub”), another newly formed Delaware corporation and, prior to the Holding Company Reorganization, was an indirect, wholly owned subsidiary of the Predecessor, merged with and into the Predecessor, with the Predecessor surviving the merger as a direct, wholly owned subsidiary of the Holding Company (the “Merger”). The Merger was completed to the terms of an Agreement and Plan of Merger among the Predecessor, the Holding Company and Merger Sub, dated February 22, 2018 (the “Merger Agreement”).
As of the effective time of the Merger and in connection with the Holding Company Reorganization, all outstanding shares of common stock and preferred stock of the Predecessor were automatically converted into identical shares of common stock or preferred stock, as applicable, of the Holding Company on a one-for-one basis, and the Predecessor’s existing stockholders and other holders of equity instruments, became stockholders and holders of equity instruments, as applicable, of the Holding Company in the same amounts and percentages as they were in the Predecessor prior to the Holding Company Reorganization.
The executive officers and board of directors of the Holding Company are the same as those of the Predecessor in effect immediately prior to the Holding Company Reorganization.
For purposes of Rule 12g-3(a), the Holding Company is the successor issuer to the Predecessor, now as the sole shareholder of the Predecessor. Accordingly, upon consummation of the Merger, the Holding Company’s common stock was deemed to be registered under Section12(b) of the Securities Exchange Act of 1934, as amended, to Rule 12g-3(a) promulgated thereunder.
The foregoing description of the Merger Agreement set forth in this Item 1.01 is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 hereto and incorporated by reference herein.
| Item 1.01. | AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS |
On February 22, 2018, the Predecessor changed its name and then re-domiciled from Wyoming to Delaware. Immediately following such re-domiciliation, the Holding Company adopted a certificate of incorporation (the “Certificate”) and bylaws (the “Bylaws”) that are, in all material respects, identical to the certificate of incorporation and bylaws of the Predecessor immediately prior to the Holding Company Reorganization, with the possible exception of certain amendments that are permissible under Section251(g)(4) of the DGCL. The Holding Company has the same authorized capital stock and the designations, rights, powers and preferences of such capital stock, and the qualifications, limitations and restrictions thereof are the same as that of the Predecessor’s capital stock immediately prior to the Holding Company Reorganization.
The Certificate of the Holding Company is attached hereto as Exhibits 3.1 and incorporated by reference into this Item 1.01.
The common stock of the Holding Company trades on OTCMarkets under the symbol “PMPG” under which the common stock of the Predecessor was previously listed and traded. As a result of the Holding Company Reorganization, the common stock of the Predecessor will no longer be publicly traded.
| Item 1.01. | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibits
|
Exhibit Number |
Description |
| 2.1 | Agreement and Plan of Merger, dated February 22, 2018, by and among Premier Products Group, Inc., Valley High Mining Company and Premier Services, Inc. |
| 3.1 | Certificate of Incorporation of each constituent entity, including any exhibits thereto, as may be amended from time to time, of each of Valley High Mining Company, Premier Products Group, Inc. and Premier Services, Inc. |
Premier Product Group, Inc. ExhibitEX-2.1 2 f8k022718ex2-1_premier.htm AGREEMENT AND PLAN OF MERGER,…To view the full exhibit click here
About Premier Products Group, Inc. (OTCMKTS:PMPG)
Premier Products Group, Inc., formerly Valley High Mining Company, is a mining company. The Company focuses on potential acquisitions in the resource sector. The Company is in the process of completing due diligence investigation of various opportunities in the base metal and mineral sector. As of June 30, 2016, the Company had not generated any revenue from its operations.
