Stemtech Corporation and Viago Announce Strategic Merger

Rhea-AI Summary

Stemtech (OTCQB:STEK) and Viago have announced a strategic merger agreement. The all-stock transaction will see Charles S. Arnold continue as Chairman of the holding company, while Viago's Izhak Ben Shabat will become CEO. Stemtech, known for plant-based stem cell nutrition products with historical revenue of $600 million, will combine with Viago, a company focused on membership services, nutrition, and skincare. Both companies will maintain their individual channels while pursuing growth synergies. The merger completion is subject to board and shareholder approvals, definitive agreements, and Viago's financial audit.

Positive

• Historical revenue generation of $600 million from Stemtech's operations
• Merger combines complementary businesses in nutrition and wellness sectors
• Both companies maintain existing distribution channels while pursuing synergies
• Access to public markets for combined entity enhancing shareholder liquidity

Negative

• Merger subject to multiple closing conditions including audit and approvals
• All-stock transaction structure may lead to shareholder dilution
• Integration risks between two distinct business models

NAPLES, FL / ACCESSWIRE / November 20, 2024 / Stemtech Corporation (OTCQB:STEK) and Seacret Direct, LLC (doing business as VIÁGO) are pleased to announce they have reached an agreement in principle to merge their businesses. This merger represents a transformative step forward for both organizations, aiming to drive significant growth and enhance shareholder value.

Charles S. Arnold, CEO and Chairman of Stemtech, stated, "This union positions us for accelerated growth and brings substantial value to our shareholders. Together, we are building a stronger future for our combined companies and their subsidiaries."

Upon finalization of the merger, Charles S. Arnold will continue as Chairman of the holding company, while VIÁGO's Izhak Ben Shabat will assume the role of Chief Executive Officer. The executive leadership team will be further led by Eddie Head (from VIÁGO) as President and Chief Strategy Officer and John W. Meyer (from Stemtech) as President and Chief Operating Officer.

Arnold further commented, "The merger creates an exciting future for VIÁGO and Stemtech, uniting our strengths and offering greater opportunities for our members, customers, and affiliates. This is a partnership rooted in mutual growth and shared vision."

VIÁGO CEO Izhak Ben Shabat added, "This unites two well-established companies in a public forum, maximizing value for stakeholders-customers, affiliates, and shareholders alike. It also empowers the community to share in the company's global growth and success."

VIÁGO was created by an executive team responsible for growing multiple, multi-billion-dollar companies within membership services, world-class nutrition and skincare, through both retail and membership channels. Guided by its slogan, "LIFE AMPLIFIED," VIÁGO is dedicated to helping members live their best life, every day, everywhere, focused on bringing people together and the giving them access to the world as they never knew possible, in REAL life.

For nearly 20 years, Stemtech has pioneered groundbreaking all-natural, plant-based stem cell nutrition "stemceuticals™", generating approximately $600 million in revenue. Its innovative products leverage the body's natural regenerative power to promote health, anti-aging and longevity, serving a loyal global customer base and advancing its vision of healthful living and Well-Aging.

Both companies will retain their individual channels to ensure seamless continuity for their respective consumers as they work toward expanded growth and synergies to accelerate and extend their reach.

This strategic merger marks the beginning of an ambitious new chapter for VIÁGO and Stemtech, creating expanded opportunities for their combined network of customers, affiliates, and shareholders.

The proposed merger is expected to be for all stock consideration and is subject to conditions to closing, including required board and shareholder approvals, the finalization of definitive agreements, the audit of VIÁGO financial statements and other customary conditions. Stemtech and VIÁGO expect to finalize the definitive agreements for the merger soon.

ABOUT VIAGO

VIÁGO is a lifestyle membership company with carefully curated vacation experiences, every-day wholesale travel, dining, theme park, concert and entertainment benefits, telemedicine and healthcare benefits, a member marketplace with world-class skin care and nutrition products. All of this through a single, simple membership model called CLUB VIÁGO, providing the highest standard of quality assurance and value for members every day, everywhere. VIÁGO is expanding rapidly while increasing benefits and localizing its offering to become a brand synonymous with living LIFE AMPLIFIED.

ABOUT STEMTECH

Stemtech Corporation, a leading stemceutical™ company was founded on April 18, 2018, after acquiring the operations from its predecessor Stemtech International, Inc., which was established in 2005. From 2010 through 2015, Stemtech International, Inc., was recognized four separate times on the Inc. 5000 Fastest-Growing Companies list. In August 2021, Stemtech became a publicly traded company "STEK". Stemtech is well positioned as the pioneer in stem cell nutrition, oral and skin care products, to increase sales in the wellness industry.

FORWARD LOOKING STATEMENTS

This announcement contains forward-looking statements within the meaning of the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to statements identified by words such as "believes," "will," "expects," "anticipates," "estimates," "intends," "plans," "targets," "projects" and similar expressions. The statements in this release are based upon the current beliefs and expectations of our company's management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Numerous factors could cause or contribute to such differences, including, but not limited to, results of clinical trials and/or other studies, the challenges inherent in new product development initiatives, the effect of any competitive products, our ability to license and protect our intellectual property, our ability to raise additional capital in the future that is necessary to maintain our business, changes in government policy and/or regulation, potential litigation by or against us, any governmental review of our products or practices, as well as other risks discussed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our latest 10-Q Report filed on November 19, 2024. We undertake no duty to update any forward-looking statement, or any information contained in this press release or in other public disclosures at any time. Finally, the investing public is reminded that the only announcements or information about Stemtech Corporation which are condoned by the Company must emanate from the Company itself and bear our name as its Source.

Investor Relations:

Gabriel Rodriguez
Email: erelationsgroup@gmail.com
Phone: +1 623-261-9046

Stemtech Corporation & Viago

Phone: +1 954-715-6000 ext 1040
Email: invrel@stemtech.com

SOURCE: Stemtech Corporation

View the original press release on accesswire.com

FAQ

What are the terms of the Stemtech (STEK) and Viago merger?

The merger is structured as an all-stock transaction, subject to board and shareholder approvals, finalization of definitive agreements, and Viago's financial audit completion.

Who will lead the merged Stemtech (STEK) and Viago company?

Charles S. Arnold will serve as Chairman, Izhak Ben Shabat as CEO, Eddie Head as President and Chief Strategy Officer, and John W. Meyer as President and COO.

What is Stemtech's (STEK) historical revenue performance?

Stemtech has generated approximately $600 million in revenue over nearly 20 years through its plant-based stem cell nutrition products.

Will Stemtech (STEK) and Viago maintain separate operations after the merger?

Yes, both companies will retain their individual channels to ensure continuity for their respective consumers while working toward expanded growth and synergies.