SHANGHAI, Feb 02, 2012 (BUSINESS WIRE) –
Berkeley Coffee Tea, Inc. (BKCT.OB) announced today that pursuant to a
Purchase and Sale Agreement (the “Agreement”) dated January 31, 2012,
Berkeley Coffee Tea, Inc. (“Berkeley”) will acquire 100% of the issued
and outstanding capital stock of DTS8 Holdings Co., Ltd. (“DTS8
Holdings”), a Hong Kong company which owns 100% of DTS8 Coffee
(Shanghai) Co., Ltd., a wholly owned foreign subsidiary entity
corporation in China, by issuing $4,000,000 worth of bonds payable in
favor of the owner of DTS8 Holdings. The bonds are payable at the end of
60 calendar months from closing date or earlier on a mutually agreed
date, and bear interest at the rate of three percent (3%) per annum.
Interest on the bonds will be calculated, accrued and paid annually.
The closing of the acquisition will occur no later than April 30, 2012,
or earlier pending receipt of the audited financial statements of DTS8
Holdings. There are material relationships by and among the parties to
the Agreement: Sean Tan owns 100% of the issued and outstanding capital
stock of DTS8 Holdings, and is the Chief Executive Officer of both
Berkeley and DTS8 Coffee (Shanghai) Co. Ltd. Berkeley commissioned a
third party independent appraisal of DTS8 Holdings.
The acquisition of DTS8 Holdings will provide Berkeley with immediate
access into the domestic Chinese coffee market and will create a
horizontally integrated coffee company in Shanghai, China, with
operations in two different geographic markets: the United States and
China. While Berkeley will continue to market and distribute raw green
coffee beans from Yunnan, China into the United States, DTS8 Holdings
will operate a roasting and wholesale coffee business in Shanghai,
China. The synergistic value from the transaction will provide Berkeley
with revenue enhancement by expanding its product line as the company
enters the Shanghai, China, roasted coffee market.
DTS8 Coffee (Shanghai) Co., Ltd., a subsidiary of DTS8 Holdings Co.,
Ltd., is a roaster and wholesaler of the “DTS8 Premium Selection
Coffee,” “San Francisco Premium Selection” and “Single Origin Premium
Selection” brands of roasted coffee in Shanghai, China. These coffees
are roasted in Shanghai, China. For further information about these
coffee products, visit the DTS8 website at
www.dts8coffee.com .
Berkeley Coffee Tea, Inc. is in the business of marketing and
distributing raw green coffee beans from Yunnan, China into the United
States. For further information about its coffee products, visit
Berkeley’s website at
www.berkeleycoffeetea.com .
Except for the historical matters contained herein, statements in this
press release contain “forward-looking statements” within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform
Act of 1995. Investors are cautioned that forward-looking statements
involve risks and uncertainties which may affect the Berkeley’s current
and future business and prospects. Actual results could differ
materially, as a result of various risk factors including but not
limited to: (1) competition in the markets for Berkeley’s coffee; (2)
the ability of Berkeley to execute its business plan; and (3) other
factors detailed in Berkeley’s public filings with the SEC. By making
these forward-looking statements, Berkeley can give no assurances that
transactions described in this press release will be successfully
completed, and undertakes no obligation to update these statements for
revisions or changes after the date of this press release. This release
should be read in conjunction with Berkeley’s Annual Report on Form 10-K
and its other filings with the SEC through the date of this release,
which identifies important factors that could affect the forward-looking
statements in this release. In addition, factors that could cause actual
results to differ materially from those contemplated in the statements
include, without limitation, overall economic conditions, and other
risks associated generally with the green bean coffee business. These
forward-looking statements are not guarantees of future performance.
SOURCE: Berkeley Coffee Tea, Inc.
Berkeley Coffee Tea, Inc.
Sean Tan, Corporate Enquiries
011-86-15021337898
investor@berkeleycoffeetea.com
sales@dts8coffee.com
Copyright Business Wire 2012
