Acacia Diversified Holdings, Inc. acquired substantially all of the assets of Red Phoenix Extracts, Inc. for $0.5 million.
July 10, 2013 at 12:00 am EDT
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Acacia Diversified Holdings, Inc. (OTCPK:ACCA) acquired substantially all of the assets of Red Phoenix Extracts, Inc. for $0.5 million in stock on July 10, 2013. As part of the consideration, Acacia will issue 0.9 million shares and will also assume debt in the amount of $0.45 million. The assets acquired include, among other things, property, plant and equipment, intellectual property, including trade secrets, and customer lists. Acacia expects to utilize the Red Phoenix name and brand properties and the other assets in its new manufacturing operations. As a part of that acquisition Red Phoenix also agreed to transfer its proprietary manufacturing technologies as well as the Red Phoenix brand to Acacia. The acquired assets will be placed into Acacia's new, wholly-owned subsidiary which is intended to be operated as Red Phoenix Extracts, Inc.
The seller also executed a non-competition agreement with Acacia limiting the Red Phoenix's involvement in restricted competitive ventures with Acacia for five years following the closing. Pursuant to the transaction, Acacia will retain a number of the original Red Phoenix employees, including, among others, its President, William J. Howe, and its Operations Manager, Clarence Shivers, who will now be appointed to serve as President and Vice President, respectively, of the new Red Phoenix. The deal is subject to due diligence, approval of Board of Directors of Acacia, consent of shareholders and Board of Directors of Red Phoenix Extracts, receipt of an environmental site assessment report with respect to Red Phoenix's facilities, requisite notice periods under the Worker Adjustment and Retraining Notification Act having been expired, employment agreements having been executed with employees acceptable to Acacia and receipt of necessary licenses, permits, accreditations and governmental authorizations. Adam S. Tracy acted as the legal advisor to Acacia.
Acacia Diversified Holdings, Inc. (OTCPK:ACCA) completed the acquisition of substantially all of the assets of Red Phoenix Extracts, Inc. on July 10, 2013.
Acacia Diversified Holdings, Inc. is a diversified holding company. The Company focuses on conducting its business operations through its subsidiaries, such as MariJ Pharmaceuticals, Inc. (MariJ), and Canna-Cures Research & Development Center, Inc., in which it focuses on including the operations of the MariJ Agricultural and Canna-Cures entities. MariJ focuses on the extraction and processing of high-cannabidiol (CBD)/low-tetrahydrocannabinol (THC) content medical grade cannabis oils from medical cannabis plants. MariJ has a mobile cannabis oil processing and extraction unit designed into a heavy-duty vehicle. The unit is engaged in the extractions and processing of medical organic hemp into oils at various sites, and is developing additional contracts for services. The Company, through Canna-Cures Research & Development Center, Inc., focuses on research and development activities, as well as retail and wholesale distribution of medical cannabis products and dietary supplements.
ACACIA DIVERSIFIED HOLDINGS, INC. 
