ich würde zugern wissen wie wild und sunwin sich einigen was die auflösung von Sunwin USA angeht...(ich hoffe die einigen sich gut)
in den letzten quartalsberichten stand immer folgender unscheinbarer satz drin :
"...We anticipate that Sunwin USA’s current operations may no longer be required...."
im moment hat wild in sunwin usa 45% stimmanteile
“Sunwin USA” refers to Sunwin USA, LLC, a Delaware limited liability company, a 55% owned equity method investment;
und folgendes steht ja auch drin:
"..
Sunwin USA
In fiscal 2009, we entered into a distribution agreement with WILD Flavors to assist our 55% owned Sunwin USA in the marketing and worldwide distribution of our stevioside based sweetener products and issued WILD Flavors a 45% interest in Sunwin USA. In exchange WILD Flavors agreed to provide Sunwin USA with sales, marketing, logistics and supply chain management, product development and regulatory services valued at $1,000,000 over a period of two years beginning on February 5, 2009. We are in discussions with WILD Flavors regarding the management of Sunwin USA and its distribution agreement in light of our collaboration efforts and business relationship with Domino Sugar.
..."
und hier nochmal die zahlen vom agreement vom februar 2009 :
WILD Flavors
On February 5, 2009, we entered into a Securities Purchase Agreement with WILD Flavors to purchase 20,000,000 shares of our common stock at $.15 per share (the “WILD Flavors Stock”) together with five year warrants to purchase 26,666,666 shares of our common stock with an exercise price of $0.35 per share (the “Warrants“).
Pursuant to the terms of the Securities Purchase Agreement, we convert Sunwin Stevia International into Sunwin USA, a Delaware limited liability company in June 2009. In exchange for our contribution of Sunwin Stevia International‘s capital, we received 5,500 membership units in Sunwin USA, representing a 55% interest after giving effect to the issuance of 4,500 membership units to WILD Flavors. In addition, WILD Flavors provides sales, marketing, logistics and supply chain management, product development and regulatory services to Sunwin USA over a period of two years beginning on February 5, 2009 (the “Services”). We valued the Services at $1,000,000 over the two year period. In addition, WILD Flavors agreed to act as the sole manager of Sunwin USA and will be responsible for all of its business and affairs. WILD Flavors has the right of first refusal to purchase additional membership units in Sunwin USA at $222.22 per unit to provide any additional capital required by Sunwin USA as mutually determined by us and WILD Flavors.
Under the terms of the Securities Purchase Agreement, WILD Flavors has the option to exchange its 45% interest in Sunwin USA into 6,666,666 shares of our common stock at any time until December 31, 2010 (the “Exchange Option”). We are in discussions with WILD Flavors regarding the Exchange Option, among other aspects of the May 2009 Sunwin USA Operating Agreement and distribution agreement discussed below as part of our plans to enter into a business relationship with Domino Sugar as discussed in Item 1 Business – Recent Developments. WILD Flavors is also entitled to a bonus option which would entitle it to receive the greater of (a) 6% of the issued and outstanding membership units of Sunwin USA or (b) the number of membership units of Sunwin USA necessary to increase WILD Flavor’s ownership interest to 51% if (i) Sunwin USA achieves cumulative pre-tax profits of $3,000,000 on or before December 31, 2011 computed in accordance with U.S. GAAP exclusive of the cost of product liability insurance and (ii) WILD Flavors has not exercised its Exchange Option (the “Bonus Option”). Upon exercise of the Bonus Option, WILD Flavors is obligated to pay Sunwin USA an exercise price of $1,000.00. The Bonus Option expires upon the earlier of the date when one of the above conditions can no longer be satisfied and July 1, 2012.
On February 5, 2009 as part of the transactions Sunwin Stevia International entered into a Distributorship Agreement with WILD Flavors for the worldwide distribution of our stevioside products. The Distributorship Agreement is for an initial term of 60 months with automatic renewal terms of 12 successive 36 month renewal periods. |
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