The Guitammer Company Announces Entry into Cash-Out Merger Agreement

Rhea-AI Summary

The Guitammer Company (GTMM) announced a Merger Agreement on February 25, 2021, to become a wholly-owned subsidiary of CJG Acquisitions, Corp. Shareholders will receive $0.0019 for common stock and $0.0121 for preferred stock. The merger was approved by a majority shareholder, holding 55.92% of the capital stock. Following the merger, the company plans to reorganize its debt under Subchapter V of Chapter 11 of the Bankruptcy Code while continuing normal operations. An Information Statement with details for shareholders will be distributed.

Positive

• Merger with CJG Acquisitions may provide financial stability.
• Reorganization under Chapter 11 could streamline debt and enhance operational efficiency.

Negative

• Shareholder compensation is low at $0.0019 and $0.0121 per share.
• The need for bankruptcy reorganization indicates existing financial distress.

WESTERVILLE, Ohio, Feb. 26, 2021 /PRNewswire/ -- The Guitammer Company (OTC PINK: GTMM), a Nevada corporation, (the "Company"), creators of haptic-tactile broadcasting and award-winning ButtKicker® low frequency audio transducers, announced today its entry into a Merger Agreement, dated February 25, 2021 (the "Merger Agreement"), by and among CJG Acquisitions, Corp., an Ohio corporation (the "Parent"), CJG Merger, Corp., an Ohio corporation and the Company, pursuant to which the Company will become a wholly-owned subsidiary of the Parent, and the minority common stock and preferred stock shareholders of the Company will receive the merger consideration of $0.0019 and $0.0121 per share respectively.

On February 25, 2021, the Merger Agreement and the transactions contemplated thereby were approved by the board of directors of the Company and the Parent that holds 55.92% of the outstanding capital stock of the Company. On February 26, 2021, Certificates of Merger were filed with the Secretary of State of the States of Nevada and Ohio, the "Effective Time" of the Merger.

An Information Statement containing relevant information about the Merger will be mailed to all shareholders of the Company as of the Effective Time of the Merger. The Information Statement also contains instructions to the minority shareholders on how to surrender their share certificates in exchange for the merger consideration (net of any applicable withholding taxes).

Following the Effective Time of the Merger, the Company's wholly owned subsidiary, The Guitammer Company, an Ohio corporation, will file a petition to reorganize its debt obligations under Subchapter V of Chapter 11 of the Bankruptcy Code.

Guitammer Ohio will continue normal business operations now, during, and after the Subchapter V process.  Guitammer Ohio expects to exit the Subchapter V process better able to serve its customers and partners.

About The Guitammer Company

The Guitammer Company, based in Westerville, Ohio, is a leader in low-frequency audio products and innovator of haptic broadcast technology.

The company's innovative and award-winning line of patented ButtKicker brand low-frequency audio transducers let users feel low-frequency sound (bass) and are musically accurate, powerful, and virtually indestructible. They are used around the world by gamers, sim race car drivers enthusiasts and sim pilots, in cinemas; for virtual reality; in home theaters and by professional and amateur musicians.  For additional information on The Guitammer Company and detailed product information, visit www.guitammer.com.

SOURCE The Guitammer Company

FAQ

What is the purpose of Guitammer's merger with CJG Acquisitions?

The merger aims to provide Guitammer with financial stability and support its ongoing operations.

What will shareholders receive after the merger?

Common stock shareholders will receive $0.0019 per share, while preferred stockholders will receive $0.0121.

When was the merger agreement approved?

The merger agreement was approved on February 25, 2021.

What does the reorganization under Chapter 11 entail for Guitammer?

It involves restructuring the company's debt to improve financial health while continuing business operations.

How will the merger impact Guitammer's operations?

Guitammer expects to exit the reorganization process in a stronger position to serve customers and partners.