Coffee Holding Co., Inc. (NASDAQ: JVA) (“Coffee Holding”), a
publicly traded integrated wholesale coffee roaster and dealer
located in the United States, and Delta Corp Holdings Limited
(“Delta”), a privately held holding company engaged in logistics,
fuel supply and asset management related services, primarily
servicing the international supply chains of commodity, energy and
capital goods producers, announced the confidential submission with
the U.S. Securities and Exchange Commission (“SEC”) of a draft
registration statement on Form F-4.
As previously announced, on September 30, 2022,
Coffee Holding entered into a merger and share exchange agreement
(the “definitive agreement”), dated September 29, 2022, with Delta,
whereby Coffee Holding and Delta will each become wholly owned
subsidiaries of Delta Corp Holdings Limited, a newly created
holding company incorporated under the laws of the Cayman Islands
(“Pubco”). The closing of the transactions contemplated by the
definitive agreement is subject to certain conditions, including,
without limitation, the approval of the stockholders of Coffee
Holding and the approval of the listing of the ordinary shares of
Pubco on the Nasdaq Stock Market. Delta shareholders will become
the majority shareholders of Pubco following these
transactions.
About Coffee Holding
Founded in 1971, Coffee Holding is a leading
integrated wholesale coffee roaster and dealer in the United States
and one of the few coffee companies that offers a broad array of
coffee products across the entire spectrum of consumer tastes,
preferences and price points. Coffee Holding’s product offerings
consist of eight proprietary brands, each targeting a different
segment of the consumer coffee market as well as roasting and
blending coffees for major wholesalers and retailers throughout the
United States who want to have products under their own names to
compete with national brands. In addition to selling roasted
coffee, Coffee Holding also imports green coffee beans from around
the world which it resells to smaller regional roasters and coffee
shops throughout the United States and Canada.
About Delta
Delta is a fully integrated global business
engaged in logistics, fuel supply and asset management related
services, primarily servicing the international supply chains of
commodity, energy, and capital goods producers. Delta operates its
business through three segments: Bulk Logistics, Energy Logistics
and Asset Management. Delta’s Bulk Logistics division is an
asset-light third-party logistics provider of freight forwarding,
ocean transportation, mine-to-port, and related services connecting
producers of commodities, agriculture products, capital goods and
energy to end users. Delta’s Energy Logistics operations provides
its customers with industry leading fuels, lubricants and carbon
offset products with a focus on environmental impact. Delta also
offers Asset Management services to the marine transportation and
offshore oil and gas industries. Delta’s business model is
asset-light, and its service offerings facilitate the global trade
of energy, raw materials, intermediate goods, and agricultural
products. Delta is a multinational business with offices throughout
Europe, the Middle East, Africa and Asia. For more information,
please see Delta’s website at www.wearedelta.com.
Additional Information and Where to Find It
In connection with the proposed business
combination, Pubco has confidentially submitted a registration
statement on Form F-4 to the SEC (as amended, the “Registration
Statement”), which includes a preliminary prospectus with respect
to Pubco’s securities to be issued in connection with the proposed
business combination and a preliminary proxy statement to be
distributed to holders of JVA’s common stock in connection with
JVA’s solicitation of proxies for the vote by JVA’s stockholders
with respect to the proposed business combination and other matters
to be described in the Registration Statement. Pubco intends to
file the Registration Statement with the SEC. The Registration
Statement is not yet filed and has not been declared effective by
the SEC. After the Registration Statement is declared effective by
the SEC, a definitive proxy statement/prospectus will be mailed to
stockholders of JVA as of the record date in the future to be
established for voting on the proposed business combination and
will contain important information about the proposed business
combination and related matters. INVESTORS AND SECURITY HOLDERS OF
JVA AND OTHER INTERESTED PERSONS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT WILL BE FILED WITH
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Upon the future
filing of the Registration Statement, security holders and other
interested persons will be able to obtain free copies of the
preliminary proxy statement/prospectus, definitive proxy
statement/prospectus, and other relevant material (in each case
when available) at the website maintained by the SEC at
www.sec.gov. or by directing a request to: Coffee Holding Co., Inc.
3475 Victory Boulevard, Staten Island, New York 10314, Attn: Andrew
Gordon, Chief Executive Officer.
Participants in the
Solicitation
Coffee Holding and its directors, executive
officers and certain other members of management and employees may,
under SEC rules, be deemed to be participants in the solicitation
of proxies from the stockholders of Coffee Holding with respect to
the proposed transaction and related matters. Information about the
directors and executive officers of Coffee Holding, including their
ownership of shares of Coffee Holding common stock, is included in
Coffee Holding’s Annual Report on Form 10-K for the year ended
October 31, 2022, which was filed with the SEC on March 29, 2023.
Additional information regarding the persons or entities who may be
deemed participants in the solicitation of proxies from Coffee
Holding stockholders, including a description of their interests in
the proposed merger by security holdings or otherwise, will be
included in the proxy statement/prospectus and other relevant
documents to be filed with the SEC when they become available. The
directors and officers of Delta do not currently hold any
interests, by security holdings or otherwise, in Coffee
Holding.
No Offer or Solicitation
This communication is for informational purposes
only and does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval, nor shall there be any sale of any securities in any
state or jurisdiction in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of such other jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended.
No Assurances
There can be no assurance of the completion of
the proposed business combination, nor subject to and following
such completion, the realization of potential benefits of the
proposed business combination.
Forward-Looking Statements
This press release contains certain
forward-looking statements within the meaning of the federal
securities laws with respect to the proposed transaction between
Pubco, Coffee Holding and Delta. All statements other than
statements of historical facts contained in this press release,
including statements regarding Pubco’s, Coffee Holding’s or Delta’s
future results of operations and financial position, Pubco’s,
Coffee Holding’s and Delta’s business strategy, prospective costs,
timing and likelihood of success, plans and objectives of
management for future operations, future results of current and
anticipated operations of Pubco, Coffee Holding and Delta, and the
expected value of the combined company after the transactions, are
forward-looking statements. These forward-looking statements
generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,”
“will continue,” “will likely result,” and similar expressions.
These forward-looking statements are subject to a number of risks,
uncertainties and assumptions, including, but not limited to, the
following risks relating to the proposed transaction: the
occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement; the risk
that the transaction may not be completed in a timely manner or at
all, which may adversely affect the price of Coffee Holding’s
securities; the occurrence of any event, change or other
circumstances that could give rise to the termination of the
transaction agreement; the inability to complete the transactions
contemplated by the transaction agreement, including due to failure
to obtain approval of the stockholders of Coffee Holding or other
conditions to closing in the definitive agreement; the inability to
obtain or maintain the listing of Pubco ordinary shares on Nasdaq
following the proposed transaction; the risk that the proposed
transaction disrupts current plans and operations of Coffee Holding
as a result of the announcement and consummation of the proposed
transaction; the ability to recognize the anticipated benefits of
the proposed transaction, which may be affected by, among other
things, competition, the ability of the combined company to grow
and manage growth economically and hire and retain key employees;
costs related to the proposed transaction; changes in applicable
laws or regulations; the possibility that Pubco, Delta or Coffee
Holding may be adversely affected by other economic, business,
and/or competitive factors; and other risks and uncertainties to be
identified in the proxy statement/prospectus (when available)
relating to the proposed transaction, including those under “Risk
Factors” therein, and in other filings with the SEC made by Pubco
and Coffee Holding. Moreover, Pubco, Delta and Coffee Holding
operate in very competitive and rapidly changing environments.
Because forward-looking statements are inherently subject to risks
and uncertainties, some of which cannot be predicted or quantified
and some of which are beyond Pubco’s, Delta’s and Coffee Holding’s
control, you should not rely on these forward-looking statements as
predictions of future events. Forward-looking statements speak only
as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and, except as
required by law, Pubco, Delta and Coffee Holding assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. None of Pubco, Delta or Coffee Holding
gives any assurance that either Delta or Coffee Holding or Pubco
will achieve its expectations.
For further information, contact:
Coffee Holding Co., Inc.Andrew
GordonPresident & CEO(718) 832-0800
Delta Corp Holdings Limited
Joseph NelsonChief Financial OfficerPhone: +44 0203 753 5598Email:
ir@wearedelta.com
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